Marvelous RWBY
by mentalist777
Summary: Different Heroes and Villains begin appearing in Remnant with no memory of how they got there. How will things change and what new dangers will they all face? There will be pairings.
1. Chapter 1

**Disclaimer: I do not own Spiderman or RWBY**

 **This story will largely be focused on Spiderman and Ruby's point of view. There is going to be a bit of a mystery involved in the story as some heroes and villains will begin to appear in the RWBY world with no memory of how they got there so the question will be to answer how they got there in the first place.**

 **Prologue**

Peter Parker opened his eyes and saw the blue sky above him "Oooowww, my head. What happened? Last thing I remember was Flash making his dumb jokes right before class…"

He stopped as he looked at his hand, his gloved hand, and looked at the rest of his body noticing the costume he had on and the rips in it "What am I doing in my costume? And was I in a fight? Why don't I remember anything? And last but not least where am I?"

He stood up and limped over to the side of the building

"Well, I'm definitely not in Kansas, that's for sure" below him were people and building that looked similar to what you would see in Victorian era pictures.

"Was I sent back in time? Is Kang involved?" he asked alarmed "Wait, why in the world would I be fighting Kang on my own? Where are the rest of the Avengers? And why do I keep talking to myself?"

He looked at the people on the ground again "Hey, Wait a minute now" he said.

The people and buildings may have looked old but the technology looked advanced. Some people had hand held machines like cell phones and there was what looked to be a military patrol out on the water and with his enhanced vision he could see what appeared to be androids on the boat and a couple of girls just came out of a clothing store and one of them had… were those bunny ears?

"Ok, so maybe I'm in a completely different dimension. Great, just great. What's next?" he said only for him to hear an explosion in the distance.

"I had to ask" he said as he face palmed.

"Might as well go see what's going on" he said beginning to run over the rooftops in the direction the explosion came from. The buildings weren't high enough in this part of town for web swinging.

He arrived in time to see a building on fire.

"So, a burning building and no fire department in sight" he said before jumping towards the building "What are they on vacation?"

In all honesty he could hear the sirens in the distance with his enhanced hearing but they didn't sound like they would get here anytime soon and there may be people trapped inside that he needs to help.

So he quickly leaped on the building and began to crawl up to a window with shocked cries coming from below him.

"Who is that?"

"Is he a Faunus?"

"Last time I checked Faunus couldn't crawl on walls"

"Well he's definitely something because I'm seeing it"

"Maybe that's a semblance"

 _Semblance_ Spiderman thought hearing the word and deciding to remember it alongside the word 'Faunus'.

He jumped through the window and into the burning buildings. The fire was mainly worse below.

He put his hand to the wall and began to use his Spider Senses to try and detect the presence of another person. He detected only one and by the vibrations he felt through the building he figured it to be a young child.

As smoke began to cloud the building Peter ran through the hallways in the direction he felt the person. When he got in the immediate area he began looking around for signs of anyone.

"Is there (COUGH!) anyone here?"

He heard a squeak from one of the corners followed by a sob. He ran over and pulled back a collapsed bookcase revealing a young girl of maybe 4-5 with animal like features similar to the the rabbit girl he had seen on the street earlier.

"Don't worry I'm a good guy and here to help"

The girl didn't look convinced.

Reluctantly Peter pulled his mask above eye level to show the girl his face. "Look see not a monster it's a mask" he pulled the mask down and stretched out his hand. After hesitating a moment the young girl took it.

"Okay" Peter said gently "Let's get you out of here"

With that he began running towards back down the hallways towards the window as the flames began to rise around them. He pulled the girl closer.

"Hang on!" he said as he saw the window.

He ran towards it at speeds of 200 mph before jumping out.

To the onlookers they had never seen _anyone_ move that fast or jump that far before aside from a few huntsmen or huntresses.

Moreover instead of landing on the ground hard like a Huntsman would, he landed gently with no sound, almost like a feather.

He set the little girl down.

She looked up at him with big eyes "Who are you?"

"Just your friendly neighborhood Spiderman!" he said as the Fire department arrived.

Seeing the responders arrive and deciding that they could handle it while he took some time to think over his situation he swung off into the distance.

After swinging for a while he landed on a rooftop before he began to pace.

"Okay first things first" he started talking to himself "I wake up, obviously after a fight judging by my clothes, with no memories of how I got into another dimension and I do not appear to have any head injuries"

He stopped and looked at himself "Costumes not too damaged, might take me a few hours to fix though, belts still in one piece though…"

His eyes widened "My belt!"

His belt that he wore under his costume was used mainly to hold his camera and web cartridges. Thinking he could maybe get an idea for what happened by checking his pictures he checked his belt only to find a storage area that hadn't been there before.

"When did I build this into the belt?" he asked himself before checking it's contents.

His eyes went wide at his discovery of a card

"I'M AN AVENGER!" he let out in a fan girl like squeal at seeing the Avengers ID card with his picture on it.

"Wait, when did I become an Avenger because that's one thing I would really like to remember" he said as he scratched his head.

He started tapping the card "Okay how do I turn this thing on"

"Welcome Spiderman" the card said as it brought up a menu

"Okay, so that worked" he said "Now Contacts and… Iron Man"

The card started doing a calling noise before saying "Unable to reach Iron Man, no connection to Stark Satellite"

Peter groaned "Then I guess that means I won't be able to get in touch with the rest of the Avengers"

He looked at his surroundings "I suppose I might as well try to find somewhere to stay tonight" with that he begin to transverse the city in search of a change of clothes, food and maybe a job by a loud mouth newspaper editor in chief with a deep hatred for spiders.

On that last note he probably never would find anybody like J.J.J. here.

 **At Beacon Academy that night**

"Intersting" Ozpin said as he looked at the latest news article. It showed picture and footage of a strange young man dressed in red and blue with a spider symbol. The news reporter was talking about the incident where the strange hero was saving a young girl. Many of the theories that were being presented were that he was some kind of Faunus with an incredible semblance that boosted his physical abilities.

Ozpin didn't buy any of this. For one thing he had never seen or heard of an insect or arachnid Faunus aside from the few scorpion Faunus and semblances related to a persons physical ability always left a visible sign. His mind drifted to one of this years incoming students and Qrows niece, Yang Xio Long who when she manifested her physical Semblance her eyes turned red and her hair became a fiery golden color.

'No' Ozpin thought 'this is something different, something new'

He then noticed that he had an incoming call from Qrow.

"Yes Qrow what is it" he said as Qrows face appeared before him "For you to be calling me out of nowhere like this I must assume that it is important"

"You could say that" Qrow said "Although this has nothing to do with 'you know who'"

Ozpin raised an eyebrow. He was surprised this had nothing to do with Salem, so then what was important that Qrow would call him out of the blue on the priority line.

"So what is it?"

Apparently the locals of a nearby town said they saw a giant floating island appear out of thin air before crashing in the forest"

"Some floating island" Ozpin said humorously

"Yeah well, me and General Ironunderpants" Ozpin hear someone growl Qrows name irritably from off screen before Qrow continued "Were having a meeting when we got the call to come check it out. When we got here we were expecting to find something like a downed airship or something else that the locals that may have mistaken for an a floating island, we weren't expecting what we found" Qrow finished

"And that would be?" Ozpin asked

"Take a look for yourself" he then turned the screen so Ozpin could see a massive airship about 4x the biggest one the Atlas military had. It had 4 massive turbines on the side. Ozpin leaned forward in his chair, interested.

"Any crew membes?" he asked

"All except for one was dead and he's currently in a coma and we don't know when he'll wake up" Qrow said "Look Oz the stuff we've found in this thing is super advanced. The Atlas techs are already drooling over it. What do you think this means Oz?"

Ozpin leaned back in his chair before looking back and forth between what Qrow was showing him and the news report about this 'Spiderman'.

"I think it means that things are going to get interesting soon"

 **One week later.**

Peter walked to the streets of Vale in some civilian clothes he had managed to get a hold of. He had continued going out as Spiderman at night while looking for a job during the day. Sadly nobody seemed eager to hire a 15 year old teenager. Apparently the people of this world cared a lot about education, you even had to get a recommendation from your previous school to get into another school and since Peter had never attended school in this world that meant he had no one to give him a recommendation.

On the bright side he now knew a lot more about this world than he had previously. He now knew that the Faunus were people who were half human half animal beings that for some reason there was a decent bit of discrimination against, similar to the Mutants back in New York. Semblences were a special power that a person could have unlocked and were mainly used by Huntresses and Huntsmen. He wondered if this Aura stuff was similar at all to the Chi Iron Fist or used by Dr. Strange's magic.

As he continued down the street his Spider Sense blared as he quickly turned and grabbed a fast moving projectile that just about crashed into him as he caught a smell of roses. Peter quickly noticed that other than the initial impact the object was incredibly light. He opened his eyes and looked at what he was holding up with his hands.

His eyes met a pair of grey ones

"Hi" the girl said "Can you let me down now?"

Peter jumped back as he let the girl down.

"Thanks" she said as she dusted herself off "Your strong are you a Huntsman in training too?"

"Um, not exactly" he said "I'm not that strong" he said trying to brush it off

"Of course you are, you held me up like I was as light as a feather"

"Are you calling yourself fat?"

"NO!?" the girl said defensively "I'm pretty sure I am of average weight at least. I just meant that you are really strong to catch me and pick me up like that!"

Peter tried to change the subject "So what were you doing running that fast?"

"Oh I was running from my sister Yang" she waved her hand like it was an everyday occurrence "We ran into each other and one thing led to another and she tried to give me noogies so I decided to get out of there. By the way sorry for running into you" she said "I haven't completely mastered by semblance yet. But enough about that my name is Ruby Rose!" she said

"Peter Parker" he said extending his hand.

"Nice to meet you" Ruby said shaking his hand

 **Elsewhere**

After Ruby had run away from her Yang had decided to hop on her motorcycle and take a drive. She was heading through the country roads, nothing out of the ordinary when somebody with a strange object on their arm stumbled out of the woods right in front of her.

"Watch out!" She yelled as she swerved to avoid hitting the man with her motorcycle sliding against the ground.

"What is wrong with you!" she yelled angrily but stopped when she got a good look at the man. His clothes were tattered and he looked like he hadn't eaten, drank or slept in a while. "Are you okay?" she asked as she took a tentative step towards him.

The man looked at her before collapsing. Yang rushed over to the man to check if he was still alive. After making sure that he was she ran back to her motorcycle and got her water bottle and brought it over to him "Don't worry I'm going to get you some help. What's your name?"

The man looked her in the eye for a moment "My name is Captain Steve Rogers" and with that the man passed out.

 **In another** ** _Darker_** **location.**

Victor Von Doom had woken up with his armor torn, dented and scratched badly from what he could best guess was a massive battle. That was a month ago and so far he was still stuck in this strange place. That was a month ago.

One of the first things he noticed was that he was surrounded by black creatures with white bone like 'masks' on their face. They growled as they came closer.

"Away from Doom you inferior beings!" he said as he waved his hand and energy came out disintegrating the creatures on the spot.

"Impressive" a female voice said "Not even many professional Huntsman could have wiped out two dozen Grimm as easily as you did. I'll admit you interest me"

Doom looked at the newcomer with an analytical gaze as she continued.

"I've been watching you ever sense you arrived I detected your presence nearly a month ago. At first I thought you were some poor person who had somehow gotten lost and been lucky enough to get deep within my domain but after observing you I saw that you were no Huntsman and that you did not know where you were or how you have gotten here" she said "I would be most interested in talking with you, learning more about you and where you came from as well as potentially an arrangement that would be mutually beneficial" she eyed Doom with interest, waiting for a response.

Doom quickly thought of his current situation. He was in an unfamiliar location with an unknown person of unknown power. He wasn't dumb enough to just refuse an offer like what she was making given his current situation.

"Very well" he agreed "I am Victor Von Doom"

"I like the name" the woman said "I am Salem"

 **Okay that's done and over with.**

 **So heres the thing, some Marvel heroes and Villains have arrived in Remnant with no memory of how they got there or the reason why they have battle scars to their clothes. So they have memory loss of an unknown period of time and they will eventually run into each other and the mystery of how they got there will be discussed as time goes on. Now I already know how I'll have them end up in Remnant but if you have a guess then let me know, I want to see how close you'll get.**

 **As for Peter unmasking to the young child, remember that he is still inexperienced in the hero stuff in this story and I got the idea from Batman Beyond where Terry unmasks in front of a young boy.**

 **Please Review**

 **Thank you for reading and have a nice day!**


	2. Chapter 2

**Disclaimer: I do not own Marvel or RWBY.**

 **Chapter 1**

Peter jumped over the different buildings of Vale. There weren't many buildings tall enough for him to web swing around. Which wasn't completely a bad thing as he was low on web fluid and if the chemicals in this world for his web fluid existed then they were probably under a different name.

He and the girl Ruby Rose had become friends and they would hang out some when they saw each other around town and he felt grateful to have at least one friend in this crazy world. He was still having an issue with work and money and he had been stuck doing odd jobs around the city for chump change.

It was at this time that his Spider Sense went off warning him of danger nearby. Following this sense he arrived to find a girl and an older man, likely her father, surrounded by Faunus in white and black clothing that he had recognized from some of the news stations he had seen while out in public. They were members of the white Fang. One of them approached the two with a club raised only for Peter to come in and kick the man so hard that he bounced across the ground like a stone skipping water. He stood with his back towards the man and girl and faced the White Fang.

"Don't you kids realize that it's past your curfew?" he asked in his usual joking tone of voice.

"I thought you were one of us, why are you protecting these humans!?" one of them asked

"I'm not going to just sit by and let you attack defenseless people" Peter said back "It was at this moment that one of the White Fang members came at him from the side with a blade.

Without looking Peter sent a punch right into her face, even with her Aura the force behind the punch knocked her unconscious.

"We don't have to fight" Peter said, hoping to avoid a conflict and get the two frightened people out of here unharmed.

"Yes we do human lover" and with that the faunus charged forward. What happened next amazed even Peter. He wasn't just dodging attacks like usual but he was reflexively blocking and counter attacking. He also noticed that his punches and kicks weren't sloppy like they usually were; now each punch had a destination and every kick a purpose. He even did moves that he would never have thought of before, such as when one of the White Fang pulled a gun on him he jumped forward in a spin and using one leg hit the arm that held the gun, pointing it away while the other leg became a powerful kick that sent the man backwards.

It was liked he had been trained by Daredevil or Iron Fist.

It was like his body had committed these moves and techniques to memory and his Spider Sense was picking out which ones were best for the given situation.

As he stood there in the middle of a group of unconscious White Fang members he couldn't help but dwell on how less and less things about his situation were making sense.

Just how many memories was he missing?

Were there any other heroes in this situation?

 **At a local Hospital.**

Yang Xio Long walked into the hospital with some flowers. Ever since she nearly ran over the strange 'Captain Steve Rogers' yesterday with her motorcycle she couldn't help but feel that there was something interesting about him. The man was obviously a fighter judging by his physical condition and the weapon he carried but when she got the man to the hospital they said that he didn't posses and active Aura so he wasn't a Huntsman. So the next best guess they could come up with was that he was a soldier in the military, especially with the whole Captain thing. So the Doctors contacted the local military and they didn't have any record of him. Next they contacted the Atlas military because they sometimes trained soliders in that area.

They too said that they had no record of him but they did say it was possible that somehow his information hadn't been entered into their systems by mistake so they sent some people over to take a look at him and check for any identification. They also decided to take his shield with him as that was not a standard issue equipment and he would have had to submit the proper paperwork to be able to use it, so they took it to see if they could identify it and see who it belonged to.

"He wake up yet?" Yang asked the nurse on duty.

"Not yet" she said "Doctors said from the tests they ran he was probably out there by himself for a week fighting off Grimm on his own. It's amazing he isn't dead. But they said that when you brought him in he was malnourished and dehydrated so they expect him to be out for a while. However his body is recovering faster than anyone's we've ever seen before and they expect him to wake up and be ready to leave in two days"

Yang whistled. Guy must be tough to survive a week out in Grimm infested territory without Aura or a Semblance. Not to mention his fast healing.

Yang was certain that there was something interesting about this guy and she was determined to find out what.

 **In Atlas**

General Ironwood walked through the halls of one of their military facilities followed by the robotic girl known as Penny. He walked into one of the observation rooms and saw Winter Schnee standing there.

"Sir" she said in greeting

"What do you need Winter I was in the middle of something important" he said. Many people would take offense to this tone of voice normally but Winter was used to this and knew that this was just how the man was.

"This is the item I was telling you about" she said pointing into the testing roome where a circular shield sat. Ironwood looked at some of the information on the shield on a nearby wall.

"What's so important about it?" he asked "This says that it's just a metal shield, unknown metal, but still metal. It doesn't have any other functions like most Huntsmen weapons do"

"It's the unknown metal that is so important, sir" Winter said

"Why don't you just break a piece off and study it if it's so important?" Penny asked

"Yes, I agree" Ironwood said

"It's not that simple" Winter said

"What do you mean?" Ironwood asked, narrowing his eyes and actually showing some interest.

Winter looked like she was trying to put the right words together before shaking her head. "It's probably better that I show you"

With that she pressed a button "Test 1" she said

At that moment 12 of their robotic soldiers entered the room and began firing on the shield, after 2 minutes winter told them to stop.

"If either of us were to go down there now we wouldn't find so much as a scratch on it" Winter said

Ironwood nodded "I'll admit that it's interesting but I could have read about this on a report or you could have sent me test footage"

"I said test 1 sir" with that she signaled again and a flesh and blood soldier came out with a fire proof suit on and a flamethrower attached. He took aim and began to fire intense heat at the circular object.

"The heat being shot on it right now is powerful enough to incinerate a normal person" Winter said again she waited for 2 minutes before telling the man to stop.

Even from the distance from where he stood Ironwood could see that the shield suffered no damage. Ironwood sent Winter a confused look. This look became even more obvious when one of the technicians entered the field and actually touched it with their bare hands and kept them there even though the metal should have been incredibly hot. The next test showed them hitting the shield with a rocket, the next a sonic cannon, then a bolt of electricity, they even tried to cryogenically freeze it and hit it with a dull object to see if they could cause any damage, even a magnetic based attack had no effect.

"How is it doing that?" Penny asked. Ironwood had no answer.

"This shield is made out of a metal that is highly durable but it can also absorb vibrations" Winter said "We found that it is always vibrating at a certain frequency and when anything tries to upset that frequency the shield will compensate for it. For example when we sent the heat wave at the shield it calmed the excited atoms from the heat down neutralizing it. The same with the ice, only in reverse where it excited the atoms. It works the same way with the lightning and magnetism. In other words you could hit this thing as hard as you wanted and never so much as scratch or dent it, it is practically indestructible" Winter said

Ironwood was rarely at a loss for words but now was one of those moments. When he finally collected his thoughts he turned to Winter.

"Where did you get this?"

 **At Tai, Ruby and Yang's home**

Ruby was watching something on her scroll when Yang walked in

"Hi Yang, how was that man you hit with your motorcycle?" Ruby asked

"I did not hit him with my motorcycle and he is fine" Yang said.

"That's goof to hear" Tai said "Although it does make you wonder what he was doing in the middle of nowhere like that"

"Guess we'll find out when he wakes up" Yang said. She then turned to Ruby "What are you watching?"

Ruby looked up at her sister "Someone got that Spiderman guy on video fighting a bunch of White Fang members"

"Why are you interested in that nut job?" Yang asked

"Hey!" Ruby said in protest "He is not a nut job!"

"He runs around the city in a tight red and blue costume with a spider theme beating up criminals" Yang said "How is that the definition of sanity?"

"He's just…" Ruby paused searching for the right word "Eccentric!"

"Uh huh" Yang said unconvinced "By the way where were you after you ran off from me?"

"Oh, I ran into Peter and spent the day hanging out with him" Ruby said nonchalantly

"Peter?" Yang said interested

"Boy?" Tai said popping his head in the room

"It's fine, he's this guy I literally ran into and he's nice so we became friends"

Ruby looked up from her scroll and saw Yang's grinning face an inch from her own. She quickly leapt off the couch and into the floor.

"Yang, what are you doing!" she asked

"Tell me everything about Peter!"

"What!" Ruby cried out

"C'mon, my little sis is finally taking an interest in boys and I want to know all about it!" Yang said grabbing Ruby and hugging her "This is adorable!"

"Yang your scaring me" Ruby said

"Invite him over for dinner" Tai said

"With the look on your face I don't think I should" Ruby said.

 **Later that night.**

Peter lay in his hammock in the shack that he was currently calling home.

However tonight, like the previous nights since he had gotten him, was not peaceful. He rolled back and forth as he sweated from the nightmare he was happening.

He shot up from his sleep with his eyes opened as he tried to remember the dream. Whatever it was he had been having since he had arrived in this world and he forgot almost all of the dream when he woke up.

What he did remember wasn't good

He was in several unfamiliar locations with destruction around him as well as some unfamiliar sights and faces. One image that stayed with hi though was of Daredevil's dead body in his arms.

He hoped that these were just dreams and not anything more.

 **That's Chapter 1 done, hope you all enjoyed.**

 **Power wise the Captain America in this story will be a low level Superhuman. So his abilities will be above the normal Captain America from the comics.**

 **Time for Reviews!**

 **Dandyrr0403: Yes, Ruby and Peter are a pairing in this story, hope you liked the chapter.**

 **Cornholio4: Doom won't be too OP but he will still be powerful. One thing is that Remnants technology is completely alien to him and the technology he does have including his armor is damaged. I have some more ideas but I'll show them more later.**

 **Kamen Rider: Doom's armor is messed up so he won't be able to rely on it and I have an idea on how to deal with Doom's magic. As for his intelligence he'll be hampered because he is in a new world with unfamiliar technology and he doesn't understand either, so he'll probably bide his time and wait.**

 **Hirshja: To be fair we don't know how powerful Salem is. All we really know is that she was a match for Ozpin back in the day before he divided most of his power among the 4 maidens. Still Doom won't be fighting at full power for various reasons and he'll also be biding his time as he learns more about this world and its technology.**

 **Please Review!**

 **Thank you for reading and have a nice day.**


	3. Chapter 3

**Disclaimer: I do not own Spiderman, Marvel or RWBY.**

 **Chapter 2**

Weiss Schnee had just arrived in Vale where she would be attending Beacon Academy, one of the top schools for Huntresses. After dropping her things off at a local hotel that she would be staying at until she was able to move into her dorms she had decided to go out and get something to eat at one of the higher class restaurants.

She was at a table next to a window as she ate in silence while she listened to the musicians play classical melodies, allowing her to enjoy her meal in piece.

Until the window exploded and someone landed on her table, smashing it to bits.

"Who are you!?" she asked. The man was dressed in unusual red and blue clothes with a spider symbol on his chest.

"I'm Spiderman and I've got to go" he said before jumping right back out the wind yelling back "Go back to your meals folks and pretend I was never hear"

Weiss began to wonder if this was some strange Huntsman so she decided to follow.

It didn't take her long to pick up the trail and follow it, after all the only thing she needed to do was follow the trail of destruction.

Eventually she came across the 'Spiderman' fighting a large muscular man who upon closer inspection she saw was using dust to fuel an armored suit that increased his strength.

She ran up to one of the nearby police officers who were also watching the fight "What's going on"

"The guy in the armor robbed a bank and Spiderman's fighting him" the officer said as if this had become something he was becoming used to.

The armored man would punch at the web slinging hero only to hit air as he was to fast and appeared as a red and blue blur.

"Hey you kinda remind me of this guy called juggernaut, can I call you Juggy?" without waiting for a response he stuck to the man's back "See Juggy you robbed a bank which is what most law abiding citizens call 'breaking the law' which makes you a 'criminal', C'mon say it with me 'Criminal'"

The armored man ran backwards into a tree only for Spiderman to move out of the way before the tree was obliterated.

"What did that tree ever do to you?"

"Don't you ever shut up!?" the man yelled

"No"

"I'll shut you up permanently brat!" the man said charging up. Weiss was sure that Spiderman was going to get squashed by the larger man only for Spiderman to send a punch at the man that was actually strong enough to knock him off his feet with a loud sound from the impact as the man's armored helmet was destroyed.

Spiderman stood over the unconscious man's body, seeming to regard the man before leaping an incredible distance and easily crawl up a wall and out of sight.

Weiss looked at the unconscious man in amazement. The man had obviously been trained to used his aura and fight with dust and yet this 'Spiderman' had hit him with enough force to render the man unconscious. How was that possible?

 **Special Atlas Scientific Base Camp, 2 weeks ago.**

The massive Airship could be seen from where the Atlas military had set up their temporary base of operations to both study the ship and the bodies that had been found on it. They had a specialized fence set up that prevented the Grimm from getting in and guards at the perimeter.

Doctor Airis was a deer Faunus scientist who was one of the few Faunus that had become so respected in her field of study that no one who knew who she was or her discoveries discriminated against her. That was something that she was always proud of. Two of her fields of expertise were in Physiology and Biology. As such she had been assigned to study various bodies that had been found aboard the ship. Some of them had been found with injuries related to a massive battle which was no surprise, some had died from the impact and some more had died from as of yet unknown causes.

But it was the body in front of her that she was most frustrated with.

Looking back at the file it stated that the body had been found on the bottom of the ship and been hit with either a massive energy blast or explosion appeared to be the cause of death but from the report there was even more damage to the body than she had seen when the body was first presented to her. At first she had chalked it up to people not used to seeing a body in such condition but over the last two hours she was noticing more and more that muscle and tissue was reappearing. But that was impossible, it had to be the exhaustion she was feeling right at the moment, right?

Another thing that frustrated her to no end was that whoever this individual was their entire skeletal system was made of some kind of metal and that was completely impossible.

She sighed to herself

"Maybe I'll be able to figure this out after a good night's sleep." She said before leaving and turning the lights out.

It would be several hours later that she would be awakened by alarms going off.

She poked her head out the door and stopped a soldier who was passing by

"What's going on!?" she asked worried that Grimm may have breached the fence.

"Some idiot knocked out a dozen of our men before climbing over the fence" the soldier said "Commander wants everyone to check and make sure that nothing is missing"

Deciding to do just that she left to her temporary lab only to find the mysterious body gone and claw marks at the door showing that something or someone had clawed their way out.

The next day the Atlas Military would send a search party out for whoever had escaped, but the only signs they could find was the remains of several Grimm who hadn't been dead long enough to fade away.

 **Back at Peter's shack**

Peter walked into the small dark space in his civilian clothes. He just wanted to get some sleep and-

"Hello Peter"

Peter screamed as he leapt back against the wall and grabbed a flashlight and shined it in the corner where his only chair was.

"Cap!?" Peter said "Okay for the record that was a manly scream and in no way girly"

"Whatever you say soldier" the older man said smirking

"How did you find me?" Peter asked

"You do know that I am highly trained in tracking right? And your not exactly keeping a low profile running around in your costume"

"Uniform" Peter said "And yeah that makes sense"

It was at this point that Steve's face turned serious "Okay lets get down to business"

The serious tone he had made Peter straighten up, ready to pay attention.

"Tell me what do you remember before arriving in this world?" the veteran asked Peter with analytical eyes

"Uh, not much. Last thing I remember was being at school and next thing I know I wake up on a rooftop in a new world"

Steve sighed "It's pretty much the same with me. Last thing I remember was attending a briefing at SHIELD about how Hydra, AIM, The Hand and several other groups had been unactive for the last month before I appeared in a forest. But before I could get my bearings I was attacked by these… creatures. I had to spend a week trying to avoid them meanwhile I couldn't stop and sleep or rest for long otherwise they would get me"

Peter blinked "So we're both missing memories"

Steve nodded "It would appear that way and to make matters worse the military of this world took my shield for study"

Steve stood up and walked over to the one of the only windows "Missing time"

"Huh?" Peter said

"During the time we're both missing something happened, some kind of battle and if we can figure that out then we may be able to figure out how to get back home"

"So we're going to play detectives now?" Peter said "Really wish we had one of those"

At the thought of Detectives the mental image of Daredevil's dead body flashed in his mind and he winced. He hoped that was a dream and not some kind of memory.

 **Beacon Academy**

Ozpin finished his work for the day before pulling up one of his newer files on his computer. This one was started when he put the Spiderman and massive airship appearance in there but since then there had been strange sightings and mysterious events all over Remnant.

Three villages within close proximity had every one of their residents missing without a trace.

There were sightings of a ghost

In the mountain regions Huntsmen and Huntresses had claimed seeing a large green monster roaming around.

Near Haven there were abnormal magnetic spikes going off and on.

Just a few days ago a strange individual had attacked a Faunus village, killing many of them and it took over three dozen Huntsmen to take him down but he only gave the name Nuke during questioning.

Ozpin had been intrigued when he saw something he had never seen before begin to appear but now he was seeing potential threats as well.

 **With Ruby**

Ruby Rose was training in a field with her scythe. She wanted to be a huntress so she needed her skills to be in top shape. She still was nowhere near where her uncle Qrow was but she was getting there Yang came up to her

"Hey Ruby"

"Hi Yang" Ruby said

"Dad told me to come get you for dinner" Yang said pointing behind her.

"Alright" Ruby said.

"So what are your plans for tomorrow?" Yang asked

Ruby thought for a moment. Maybe she could track down Peter and hang out with him again? He was fun.

"You thinking about this Peter guy again?" Yang asked causing Ruby's face to go red.

"Yang!"

"That's not a no" the blonde said with a mischievous grin

Unknown to the two sisters not to far from them deeper in the forest a red eye appeared.

"Ultron online. Begin reconstruction process"

 **In Salem's realm.**

Victor Von Doom walked through the halls of Salem's palace.

Whatever had sent him to this world had erased his memories of how it happened and how his armor had been so heavily damaged. He was obviously fighting for his life but beyond that he didn't know much else.

Normally he could just rely on his mystical knowledge to help him out in these situations but this dimension seemed to affect his magic. Sure, it still worked but sometimes it wasn't as strong or it did something it wasn't supposed to depending on the enchantments used.

He may have been able to solve these annoyances if his current _host_ wasn't withholding the knowledge he desired. He knew why Salem was doing it; after all he may do the same thing in her position. She didn't trust him yet and as such had not told him her whole plan. He knew that something called 'dust' that intrigued him. It could be turned into different elements and other such things.

But he was unable to study this substance yet or learn the basics of how this dimensions science worked because Salem was limiting him. This annoyed him but he knew that all he needed to do was be patient and he would learn…

 **Okay that's done.**

 **I'm almost done with the next chapter of SPIDERxROSE but I've been busy with college and some other stuff so please be patient.**

 **Now I wanted this chapter to cover a few things and give you a hint into what's going on. Don't worry about Ultron too much he is just a head right now and it will take him a while to rebuild himself and he'll pop up later on down the line so not an immediate threat but one you'll see later.**

 **Now for Reviews**

 **Greer123: one of the mysteries in this story is that all of the marvel characters are missing memories of a certain time frame that led to them being in remnant so many will be trying to figure out what they can't remember and how they got there. It will be answered later on and I hope you'll all enjoy it when it is revealed.**

 **Daughter of Ironman06: Can you guess who all appeared in this chapter?**

 **Sharkzero44: Thanks for mentioning that, I'm completely ok with people pointing out my errors in my writing. As for Cap he is going to be one of the main characters and sometimes the story will diverge into different plots as the characters deal with different stuff but everything will eventually come together so sometimes Peter and Cap will be working together and then go off and do their own thing for a little bit. This time Taiyang is going to be more of an overprotective dad than anything else. So he may try to spook Peter the first time he sees him but he won't be overly antagonistic to him.**

 **Dandyrr0403: Hope this answered most of your questions and Cap will be getting his shield back eventually, you'll have to wait and see the Tai and Peter interaction. As for a Cap pairing I have an idea on who to pair him with but I'm open to suggestions if you have an idea.**

 **Cornholio4: Cap's was in the first and second chapter. He was the guy Yang nearly ran over and later went to visit in the hospital**

 **Kamenrider: Without a doubt Doom is one of the smartest characters in marvel and one of the most fascinating but I explained here something's that are holding him back and as Salem is keeping him from understanding how everything works and restricting his access to knowledge he can't learn and fast but Doom is patient just as he is smart, he'll bide his time until the right moment to put any plans or actions into effect and he won't make a move against Salem until he feels he knows enough about her and all those loyal to her and figure out how best to use them to his advantage. So he will be depowered but don't expect that to last for too long. Well this is a unique timeline where Peter is a teenager but some Marvel events have taken place like the formation of the Fantastic Four and Avengers as well as the death of Gwen Stacy which I plan to use later on but I actually plan on borrowing some things from the main Marvel timeline and Marvel Earth 1610 (Ultimate universe) so something's may seem strange being mixed together but I'm taking ideas from across the board. An example would be that the Captain America in this story has the personality of normal Cap but his powers are more similar to ultimate Captain America. As for the Daredevil death and old man Logan I will admit that I borrowed something from that story as well as a few more and you may or may not recognize them when I reveal what everyone doesn't remember later in the story. But just remember that something sent them to Remnant and took the memories from them that relate to it. What do you think happened?**

 **Please Review!**

 **Thank you for reading and have a nice day!**


	4. Chapter 4

**Disclaimer: I do not own Marvel or RWBY.**

 **Chapter 3**

Ozpin knew he should have gotten his car inspection done sooner. But he just had to put it off and now he stood beside his broken down car on the side of the street. He sighed at the unpleasant thought of calling the school to send someone to pick him up. This would be embarrassing and his coworkers wouldn't let him forget this anytime soon.

It was at this time that he heard a voice behind him "Hey old man, nice car"

He turned around and saw what was obviously a gang walking up to him.

"Got any money on you?"

Ozpin tightened his grip on his cane, preparing for a fight.

"Is there a problem here?" another voice said. Ozpin looked and saw a young man with brown hair standing there with a bag of groceries in one hand. The leader of the Gang took a step towards the young man. "We're just taking up a public donation."

"So you're looking to steal his money?" the boy asked.

The gang leader walked over until he stood towering over the boy who showed no fear. Ozpin looked on in interest "How much you got on you boy?"

The man reached down his hand to grab the boy by the shoulder but the boy reacted with lightning quick reflexes and grabbed his hand before sending a kick into the man sending him flying back a good few feet.

It took a moment for the rest of the gang members to realize what had just happened. When they did they proceeded to charge the boy and attempt to attack him. Ozpin couldn't help but notice how the boy dodged the attacks with ease and appropriately counterattacked. When the gang leader began to get up Ozpin quickly used his cane to put the man back down without looking.

When all was said and done the gang ran off and the brown haired boy stood unfazed.

"Excuse me" Ozpin said "That was quite the show. May I ask where you learned to fight like that?"

"Wish I knew" the boy quickly said.

Ozpin raised an eye brow at this, but decided not to press and instead changed the topic.

"What is your name?"

The boy looked surprised "Peter Parker"

Ozpin smiled at the young man "Well then Mr. Parker I must say that for someone who isn't a huntsman you certainly handled yourself well. What school do you currently attend?"

"I, uh, I don't" Peter said awkwardly

Ozpin smiled kindly at the boy the other day it was Qrow's niece and now this boy "I see, well I happen to run this school that I think you would be perfect for…"

 **Later that night in another location**

Locrane was a small city, it didn't have all the protection from Grimm as the larger cities but it always sufficed.

But once a year they would have a huge parade and celebration. You see Locrane had unique crystals that grew there and once a year they would glow with incredible and colorful lights. People from around the kingdoms would watch it from their homes to enjoy the beauty.

That is where Ruby Rose, Yang and their father found themselves.

It was on TV in a town where Qrow sat on a bench watching it.

Ironwood, and Winter had it on in their office while Penny watched it.

Blake watched it on her scroll

Weiss Schnee watched it in her hotel room while she did some research on this Spiderman who no one had caught on camera yet.

Jaune Arc and his family watched it in their home.

In a restaurant in Vale some recent arrivals were watching the parade on the TV screens including Phyrra, Ren, and Nora.

Everything went well and everyone enjoyed the lights but with 15 minutes left till the shows conclusion something unexpected happened.

A member of the White Fang began going on about his organizations goals before blowing down a large portion of the wall letting the Grimm into the city. The cameras of the event were automated so everyone around Remnant would see everything that was about to occur. Everyone watched as a large Grimm led the rest and used a tentacle like appendage to attack a building making it collapse near two young children.

A man ran forward and grabbed the boy's throwing them to safety as the building collapsed on top of him.

Everyone watching stared in horror as the Grimm quickly approached the people.

But then the rubble of the collapsed building exploded upwards as if sent with tremendous strength. Smoke permeated the area preventing even the Faunus with excellent eyesight to see what stood in the floating debris.

When it was revealed many watching the program gasped in shock.

Qrow jumped up and looked at the screen.

"Incredible" Ironwood said as he and Winter slowly walked forwards

"What is it General Ironwood?" Penny asked

"I don't know" the General said

Ozpin choked on his coffee.

"WHAT IS THAT THING!" Yang yelled, jumping up sending her bowl of pop corn flying.

Back in the city everyone watched in silence and fear.

 **"** **HULK SMASH!"** the monster said jumping forward with enough strength to send it flying through the first Grimm. From there he continued to obliterate any Grimm that came close to him.

 **"** **HULK BASH! HULK DESTROY!"**

Everytime he hit the ground it felt like an earthquake.

People looked on in shock. No matter how many Grimm threw themselves at this 'Hulk' nothing seemed to work, he would destroy them with ease and move on. Finally one Grimm came up that was so powerful it would normally take 3-4 average Huntsmen to defeat but the Hulk merely leapt up and punched it hard enough to send its head flying off of it's body. Many tried to dog pile him only for Hulk to clap his hands together sending a shockwave out knocking the Grimm a good distance back. Finally a Grimm with a exoskeleton aromor ran up and Hulk began stomping it into the ground.

Finally it seemed to dawn on the Grimm that they were too weak to take on this unknown foe so they did something that few had ever seen.

They fled.

The Hulk let out a roar of victory before turning back the people and walking towards them. Many of the people present, Huntsmen included, were terrified of this creature.

"Hulk need to leave, which way to next town"

Almost as one the town pointed west and the large green monster took a few steps before leaping with such incredible strength that it almost appeared that he was flying.

Finally someone clapped their hands. "Okay let's fix that hole in the wall before the Grimm realize he's left"

 **The next day.**

It was the topic everyone was talking about.

Of course this wasn't the first time the citizens of Remnant had heard of these strange beings, but it was the first time a large number of them had seen one. Suddenly everyone wanted to know who these strange individuals were.

Spiderman was one of the main pieces of topic along with a few others.

The news media were talking about confirmed and rumored sightings of strange individuals and it didn't take long for people to begin to call these strange individuals by a new name.

'Marvels'

 **Ruby Rose**

"Wow Yang! What do you think about this, actual superheroes!" Ruby said excitably.

"I wouldn't go that far Ruby, that Hulk guy didn't seem very heroic. And don't forget that nobody knows anything about this 'Spiderman' guy. For all we know he could have a spider face under that mask" Yang sad, looking disgusted by the idea.

Ruby rolled her eyes "Don't be ridiculous Yang, if he was just a giant Spider then he would be called _Manspider_ not _Spiderman_ , obviously"

Yang just shook her head

"Look Ruby" Tai said "All of these experts have taken in what people have stated about Spiderman and they say that he isn't a Faunus and he doesn't use an Aura or Semblence. In other words he's a genuine Superhuman and with all of these other people with strange powers and abilities showing up it all seems connected and it just doesn't fit right"

Ruby frowned "Maybe they are connected but all I know is that Spiderman helps people and Hulk saved all those people at the parade so they can't be bad people"

Tai sighed "Maybe they aren't, but what happens when someone like them or stronger shows up and their not so well intentioned?"

Ruby didn't really have an answer for that.

 **Well that was a fun Chapter I thought about making it longer but changed my mind. Next chapter I might show how normal people are reacting to the strange superhumans appearing. I might even throw Velvet in even though she was referenced earlier. Then we may begin with the part of the story where everyone is at Beacon. Anyway Ozpin and Peter have met and I'm sure some of you are going to guess where this is going to go and I won't say if Ozpin suspects anything about Peter or not, you'll have to wait and see for that.**

 **So what do you think of the Hulk? I tried to make the reactions decent.**

 **Now onto Reviews!**

 **Dandyrr0403: Hope you enjoyed the chapter!**

 **Missmeow1968: you'll have to wait and see which other heroes show up, glad you like the story.**

 **Cornholio4: Wait until you find out what happened to the missing villagers.**

 **Greer123: He is not reckless which is one of the reasons he is such a successful villain.**

 **Daughterofironman06: Good guesses, yes to Wolverine and Hulk and as for the rest you'll just have to wait and find out.**

 **Guest: No, his shield's abilities to absorb vibrations allows it to ricochet off objects and his enhanced brain allows him to predict where it will go so he can have it ricochet back to him.**

 **Gojosin: it will be interesting to see what part Doom will play in the future.**

 **Matt: Good guesses, Hulk was right and you'll have to wait and see on Magneto as I want to tease who will appear but not outright confirm until they appear.**

 **Kamen rider: The most powerful would probably be a kid between Peter and Ruby due to the combination of speed and spider sense. It will be somewhat similar to Old Man Logan but also different as I'm drawing from different sources and storylines. It'll all be revealed later by a certain marvel character who knows but until then everyone will have to keep guessing. Debating characters is interesting and fun but in this story Peter will be closer to his 616 self and his strength will be in the 10-20 ton range. Ultron will be a mix of different versions but you'll see more of him when he finally appears. As for Hulk I don't think we'll see world breaker Hulk and we'll mainly see average Hulk. I don't plan on Sentry making an appearance but he may be mentioned. Some characters are written as more OP than they should be by certain writers depending on who's writing. Currently there are no plans on Juggernaut, I only put a character in who resembled Juggernaut to Spidey but Juggernaut has not appeared. Now I'm plan on going with the average version of the Hulk so he may not be as strong as all of the different versions of the Hulk. As for Magneto he will be powerful but you'll just have to wait and see on how powerful he actually is. Hope I answered your questions.**

 **Please Review!**

 **Thank you for reading and have a nice day!**


	5. Chapter 5

**Disclaimer: I do not own Marvel or RWBY.**

 **Chapter 4**

Marvels

That's what everyone was calling these strange individuals.

The first one reported being seen was the most public out of all of them, Spiderman.

Even with one Marvel being confirmed the people of Vale assumed that he was one of a kind and many outside Vale regarded his existence as nothing more than an urban legend.

Then the world saw the video of the Hulk.

Everything changed at that point. All of a sudden many people were taking closer looks at these strange sightings and individuals. Such as the man dressed in white who would fight crime in Atlas during the night. Another sighting was of a flying man in the far north of Remnant.

Velvet was particularly interested in these new individuals popping up everywhere. For the past week she had been wondering around Vale in an attempt to get a picture of the elusive 'Spiderman'. Coco would often try to help her look for the 'masked nut' as she put it, but Velvet was a photography nerd and the challenge of capturing the first picture of the most famous Marvel Spiderman was a challenge she was eager to conquer.

Sadly whenever she heard of a sighting of him he was gone before she got there or she only got a blurry after image on her camera.

Her camera wasn't just a weapon either; it scanned an object but also took pretty decent cameras.

Of course a few pictures existed of him, but they were all blurry or unclear. The first picture taken had been of him leaping out of the burning building during his first public appearance. In the picture you could make out two arms and a leg but that was it and _that_ was one of the good ones.

After running around another day with no sightings Velvet sat down across from Coco who was currently eating an ice cream Sunday.

"Why does it have to be so hard to find one guy!?" She said

"Have you tried online dating?" Coco asked jokingly.

Velvet sent her reply with a glare.

Coco held her hands up "Hey, you'd probably have better luck with that than you would anything else you've been trying"

Velvet opened her mouth to respond only to get interrupted from a nearby yell

"THERE HE IS!"

Velvet and Coco looked up to see Spiderman _literally_ jumping over their heads.

Velvet quickly rushed to grab her camera and snapped a picture only to look down after seeing the picture.

"It's blurry again!"

Coco walked up beside Velvet while sipping on her Sunday "How fast do you think he's moving? Looks like 200 mph at least. Must make him a tough target to hit"

Meanwhile, while Coco daydreamed about whether her Gatling gun vs. Spiderman and who would win, her best friend was having different thoughts.

"No matter what I am going to get a clear picture of Spiderman before the semester is over!" she said with a fire of determination in her eyes.

"Let me know when that happens" Coco said nonchalantly.

 **Elsewhere in Vale.**

"Just think Yang, in two days we'll be going to school there!" Ruby said

"Yep" Yang said, looking around.

Ruby raised an eyebrow "Why are you not interested?"

"I've seen it plenty of times" Yang said waving her question off

"Then why are you here?" Ruby asked suspiciously

"Isn't this where you said you and Peter was meeting?" Yang said with a smirk "I want to meet him"

"Yang!"

"Hey you should thank me" Yang said "At least I talked Dad out of coming"

"He was going to come too?"

"Yeah, but I told him I'd tell him everything anyway"

Ruby went red in the face before trying to push her sister away "Okay, time for you to leave"

"Hey Ruby!" a voice called from across the street.

Both girls' heads turned and found a brown haired boy their age waving at them.

"Well I've seen worse" Yang said "Looks like a wimp though"

"Yang!"

"What? He does"

Peter walked over and the Ruby and the other girl got quiet.

The other girl stepped forward with a large grin "Hello!"

"Um, hi?" Peter said, obviously confused

"Peter, this is my sister Yang" Ruby said

Peter looked between the two _'They look nothing alike'_

"So what's your interest in my baby sister?" Yang asked

"Well, I, um…" Peter stuttered nervously

"YANG!" Ruby yelled "I'm just giving him a tour of the places around Vale"

"Hm?" Yang looked back at Peter "So your new here, where did you live before?"

"Trust me you've never heard of it before" Peter said

Yang raised an eyebrow at this.

"Anyways" Ruby said "We should get going"

"Right" Yang said "I have somewhere I need to be" as she turned to leave she winked at Ruby.

"So I guess I should show you around then right?" Ruby asked

"Sure, lead the way" Peter said

They proceeded to travel around Vale as

Ruby told him of the different places and stores in Vale and all in all they had a good time. After they separated and went their separate ways, Peter found a surprise waiting for him at home.

Steve was backing a back pack full of supplies.

"You going somewhere?" Peter asked

"I found out where they're holding my shield" he said turning back around "In a city called Atlas at one of their military research bases"

Knowing how bad it would be if an unbreakable shield got into the wrong hands Peter stood up straight "Give me time to get my stuff together"

"No" Steve said

"No?"

"Stay here, go to school, and enjoy your time while you can" Steve said "I'll be back and I feel like a storm is on the way, you'll have plenty of time for fighting then"

"I can help!"

"I know, but right now I think you could do more good here" Steve said "Whether you realize it or not you have become the face of all of us that have appeared, you're the most public of us and people _need_ to see you and know you're out there helping because eventually our enemies will begin to appear and they'll need to see someone helping and using their abilities for good"

"Are you sure that you won't need my help?"

"I'll manage, and besides I plan on looking into some of these rumors and seeing if it's anyone we know and recruit them"

Peter walked over to Steve "Then I guess this is goodbye"

Steve shook his hand "Only for a little bit, I'll be back soon as possible"

With that Steve grabbed his things and walked out the door.

 **Later that night.**

Jaune Arc had been walking to the hotel that he was staying at when a noise in a nearby alley way drew his attention. As he walked towards the source of the noise he saw gangsters getting sent flying like ragdolls by a blur in red and blue. Jaune had heard enough of the stories to know who this was.

Spiderman

While he may have heard the stories nothing beat seeing it in person as he dodged attacks so wuickly it was like he was moving before the attacks were even launched.

Jaune couldn't help but think that if he could just have some of Spiderman's abilities then maybe he wouldn't of had to forge those documents to get into beacon. Jaune watched as the last thug, despite being double Spiderman's size, was sent flying up into a giant web.

It was then that Spiderman looked _straight_ at Jaune, who froze immediately. After all no one knew much about the Marvels and Jaune wasn't sure what Spiderman would do to him.

"Hey would you mind calling the police and telling them that these guys were trying to break into a jewelry store?" Jaune merely nodded

"Great, thanks!" Spiderman said before swinging off.

Jaune watched in awe at the hero swinging away

"I JUST MET A SUPERHERO!" he said aloud

 **The Next Day**

Peter walked towards the airship that was supposed to take him to Beacon Academy with what few things he owned.

It was at this time that he walked past a girl with rabbit ears who stood up straight and began looking around.

"What are you doing?" Coco asked

"I just had a feeling that Spiderman's nearby" Velvet said

Coco looked around "I don't see him. I think you may be starting to lose it"

Peter stood at the doorway of the Airship and took in a breath. This school couldn't be much worse than Midtown High, right?

However in the background watching the group of students was a man in a western style hat who smirked at Peter before walking away

 **TA DA!**

 **Next will pick up with their arrival at Beacon Academy where you will start to see a mixing of the marvel and RWBY stories.**

 **Now for Reviews!**

 **Greer123: Thanks!**

 **Missmeow1968: Wolverine will pop up eventually and I have an idea for what he's been up to while everything else has been going on, and that was him at the end watching Peter and he may know some about what's going on.**

 **Sharkzero44: Thanks!**

 **Dandyrr0403: hope you liked the update.**

 **Guest: Magneto will appear eventually but not for a little unless I change my mind while but he will be impressive when he appears.**

 **Daughter of Ironman06: Villains will begin to appear soon but think of this as the calm before the storm.**

 **Cornholio4: Not sure about Vision, maybe, but Penny may take a liking to him and look at him similar to a sibling.**

 **Kamen rider: if he appears it will probably be Johnny Blaze version as he's the one I'm more familiar with (I don't know much about Ghost Rider in general) Moon Knight will appear eventually as I have a role for him later in a story. When it comes to healing factor it depends on how you judge it, by speed of healing, longevity, or completeness of healing. In completeness I mean like somebody healing so well that there are no scars or permanent injuries, Speed of healing is pretty self explanatory, and longevity is how long someone lives. In terms of complete healing I would have to say Wolverine or Hulk as I think Wolverine was once nothing but a skeleton from his injuries and still recovered from it, while Deadpool can heal from most things his healing factor still cannot cure his cancer like Wolverine can heal himself (Although not sure this counts as his cancer has its own form of healing factor.) In terms of speed I would have to say Deadpool, as I think he heals faster. In terms of longevity I would say Captain America because it has been stated that his healing factor halts his aging 100% so he will always be the same age he was when the Super Soldier Serum was injected into him, so his early 20's, while Wolverine is physically in his late 20's early 30's but chronologically over 100 years old, while Wolverine and Deadpool have been showed to age and that while their healing factors may be amazing they only slow their aging and doesn't halt it like with Captain America. Wolverine was both an Avenger and X-man at the same time, but in this he will also be an Avenger. Not sure if the Cosmic level beings will appear, I'll admit I thought about Galactus but I'm not sure. If they appear it will be later in the story like maybe when I get to Volume 3 or 4 in the story if I go that far. Honestly I would like to go through all the volumes but I'm primarily focusing on one at a time.**

 **Please review!**

 **Thank you for Reading and have a nice day.**


	6. Chapter 6

**Disclaimer: I do not own Marvel or RWBY.**

 **Chapter 5**

 **The Itsy Bitsy Spider went up to Beacon**

Peter was standing in one corner of the air ship with his satchel that held all of his possessions inside, which for anyone who has been paying attention would know aren't much.

From just looking at him the average person would know that he hadn't gotten much sleep and this was true. He had gone out on patrol as Spiderman but had failed in finding any crimes to stop and he had trouble sleeping because his mind was plagued with thoughts about the situation he found himself in. at first it wasn't so bad because he had Cap to go to for help but now that he was alone and couldn't talk to anyone about the situation he found himself in it was much more difficult and he was feeling incredibly worried for Aunt May as well. When he had first gotten here he was sure that the Avengers or Fantastic Four would rescue him but then he found out that he wasn't the only hero here as Cap and Hulk appeared as well, but he was sure they could find a way back still. But the longer he was here in this world the less likely it seemed that he would be going back home, and the more he started to think of this place as home.

Finally he shook himself free from such thoughts and decided to think more about the school he would be attending.

 _'_ _Looks like I'll finally see what the big deal is about these Huntsmen schools'_ he thought to himself _'I wonder if these schools ever get together or anything, if so maybe I'll see Ruby and the students at Signal'_

It was at this point that a _loud_ and _familiar_ voice was heard, well loud for him with his enhanced hearing.

"Oh, I can't believe my baby sisters going to Beacon with me! This is the best day ever!"

Peter moved to where he could see better and sure enough on the other end of the ship was Yang and Ruby. Using his enhanced hearing he began to focus on their conversation, mainly because he was curious as to what Ruby was doing here when she had told him that she went to a different school.

"Please stop" he heard Ruby's muffled voice say

"But I'm so proud of you!"

Peter began to silently move through the crowd towards the two girls. One of the advantages of his Spider Sense was that when he wanted to sneak around it allowed him to instinctively move in a way that helped him not to be noticed.

"Seriously Sis it was nothing" Ruby said

"What are you talking about it was incredible! Everyone at Beacon is going to think you're the bee's knees" Yang said.

"But I don't want to be the bee's knees; I want to be a normal girl with normal knees!" Ruby said

Peter stepped out from behind a pillar "Actually I don't think Bee's have knees"

Both turned and looked at him in shock

"What are you doing here!?" they said in unison

 _'_ _Maybe they really are related'_ Peter thought.

"I got invited to this school last minute" he said, trying not to make a big deal about it.

Ruby opened her mouth to ask another question when a news bulletin interrupted.

It discussed how a robbery had been thwarted and judging by Ruby's expression he could guess that she had something to do with it and it talked about the organization 'White Fang' that he had run into a few times.

Then a holographic lady named Glynda Goodwitch appeared and gave an introductory speech that Peter didn't really listen to as he took a look out the window to see how much farther until they arrived.

"Wow!" Ruby said as she joined him at looking at the school. "You can see Signal from here I guess homes not too far away"

Yang put her arm around Ruby's shoulder "Beacons our home now"

Peter might have said something if his Spider Sense hadn't told him to take a few steps to the right.

It was a few seconds later when the blond haired boy he had seen the other night ran past looking as if he was about to spill his guts.

"I guess the view isn't for everyone" Yang said

"I wonder who we'll meet" Ruby said before looking at Yang's shoe and seeing something "I just hope they're better than vomit boy… YANG GROSS THERES PUKE ON YOUR SHOE!"

"Ew, gross, gross, gross, GROSS!"

"Stay away from me!"

Peter couldn't help but smile "At least this school won't be boring"

After the air ship landed Peter disembarked separately from the two girls in order to do some exploring in order to understand the campus better for when he needed to leave and go on patrol. While the schools security that he could see was advanced is wasn't as tough as he had expected it to be, but then again when virtually every students and teacher on campus is a trained fighter armed to the teeth you probably don't have to worry about someone attacking as much.

As Peter continued looking around her heard an explosion in the distance. He ran over and saw the blond haired boy that Ruby had dubbed 'Vomit Boy' standing over her. She got up and the two began walking away and Peter ran after them.

"Ruby, what were you doing on the ground?"

"I exploded, where were you?"

Peter shrugged off the odd phrase 'exploded' "Looking around campus"

He then turned towards the blond haired boy. "Peter Parker"

"Jaune Arc"

"Ruby Rose"

Peter smiled "great, now we all know each other it is time for us to ask an incredibly important question"

Jaune looked confused "Like what?"

Peter opened his arms "Where are we?"

Jaune pointed at Ruby "I was following her"

Ruby's eyes went wide as she held up her hands "Um, I was following him"

Peter raised an eyebrow "So we're lost then? Terrific"

Awkward silence fell over the group.

"So what kind of weapons do you to use?" Ruby asked

"I have this!" Jaune said pulling out his sword and shield "And when I get tired of carrying it it can grow smaller"

Ruby looked confused for a second "But don't they weigh the same?"

Jaune looked down "Yeah, they do"

"Well I like the classics!" Ruby said

"So what about yours?" Jaune asked

She smirked as she pulled out a scythe that was about twice her size "I have this!"

"So you're trying out to be the Grimm reaper?" Peter asked, with an emphasis on the pun that caused the two to smile.

"Oh it's not just a Scythe it's also a fully customizable sniper rifle"

Looking at Jaune's confused look she clarified "It's also a gun"

Ruby turned to Peter "What about you?"

Peter mind raced as he tried to come up with an excuse "It's a surprise" he said.

 _'_ _It actually will be a surprise as I have no idea either'_

He hadn't really thought about it until now but if he only fought with his hands and feet then people may begin to recognize the similarities in how he fights to his Spiderman identity.

"Uh I hate surprises!" Ruby said

She turned toward him and began to guess

"A sword!" this she paused as she placed her hand on her chin in thought "No you don't look like a sword person… What about a staff? I could totally see you with a staff"

Eventually they figured out how to get back to the main hall where they went to stand in different areas with Ruby joining Yang. Since Peter didn't know Jaune well he instead walked off and stood by himself. It was then that Professor Ozpin stood up and cleared his voice.

"Many of you have come here in search for knowledge and to hone your craft. I look around and see wasted potential, as if you think knowledge will free you. But it is up to you to take that first step" with that he left and Glynda told them where they would be sleeping and that their test would be the next day.

"That guy sounded cheerful" Peter said to himself sarcastically.

When everyone was supposed to be preparing for bed, most were actually talking and goofing around. Since all Peter had was a blanket and a pillow he found himself in a corner of the room as he tried to go to sleep.

There was a reason he never complained about not staying over at Harry's when he invited a lot of his friends for a sleep over. The more people there were in an open area the harder it was for him to fall asleep. He could hear every snore and feel every movement such as people rolling over and it was hard for him to get to sleep with his senses being sent all this new information.

He could even hear Ruby and Yang's conversation with a girl named Blake who had apparently helped Ruby earlier, and then a white haired girl walked over and began trying to argue with Ruby.

Eventually when people did finally stop talking Peter was able to relax enough for him to fall asleep.

 **The Next Day.**

Peter woke up the next morning when he sensed a large number of people moving around.

To be completely honest he enjoyed the night's rest he got as it was a nice change from staying up to almost sunrise fighting crime. He may not have needed as much sleep as a normal person but it still felt good to get back some sleep time.

One of the things he noticed was that Ruby and Yang were already gone.

Still not completely awake he wasn't paying as much attention as he normally would, so he failed to react when he felt a slight buzzing at the back of his head as he turned the corner and walked into a white haired girl.

The girl fell on her butt while Peter remained standing. _'Thank you Spider durability and strength'._

"Watch where your going!" she said

"Hey you ran into me, I can't see through walls" Peter said "besides with so many people running around it would be hard not to run into people"

Apparently his easy going tone ticked her off even more. "Do you know who I am?"

Peter gave her a two finger salute "Not a clue!"

The girl glared at him "I am Wiess Schnee, my family runs the Schnee dust company. Now do you know who I am?" she said putting her hands on her hips while glaring at him.

"Nope" he said walking past her dumb founded expression patting her on the shoulder "Good for you though"

It was after this that Peter dressed up in his normal clothes that he had brought. They weren't the specially made, highly durable clothes that huntsmen wore, as those were too expensive for his taste, but they would work.

Peter walked into the _MASSIVE_ cafeteria where a virtual army of teenagers ate breakfast. All of the students were sitting in pairs or groups, which made sense from what he had learned that many people followed in the footsteps of their family in going to these schools so their parents may have known each other. He had hoped to find Ruby and Yang or even Jaune to sit with but with the large number of students he doubted he would be able to find them.

Instead he entered the line and saw the sign saying that they could eat as much as they wanted. Not knowing what he would be dealing with today Peter jumped at the chance. See, a side effect of his powers was that Peter had a high metabolism which meant he had to eat more than a normal person. Normally he wouldn't eat more than a normal helping in front of people but today he changed his mind and stacked his tray full of as much food as he could carry. The lady serving the food raised an eyebrow at the pile of food "You sure a skinny guy like you can eat all of that?"

"Trust me I can do it" he said

As he left the line he walked over to the only empty table left and sat down and promptly began to dig in.

At least he was until he was half done a voice interrupted him "Wow dude, you can eat!"

He turned and saw a girl with orange hair and a guy with a pink streak standing near him. The guy walked to the opposite side of the table and sat down "Leave him alone Nora"

"Hey don't forget about that thing we were talking about!" the girl said as she followed suite

They sat away from Peter but close enough that he could still hear them.

For the most part Peter didn't hear the guy talk

As for Nora, he never heard her stop talking!

"Still I hope we end up on the same team together" she said "Ooooh! We should come up with some short of plan, to make sure we end up on the same team together! What if we bribe the headmaster? No, that won't work he has the school"

For some reason this girl was starting to remind him of Deadpool.

Finally he wound up in the locker room.

Yang saw Peter first "Hey Ruby that guy you like just walked in"

"Peter's taking the exam with us?" Ruby said "And I don't like him!"

"Whatever baby sis" Yang waved Peter over "Hey, how do you like Beacon Academy? Bet you've never seen anything like it before"

"Oh I don't know" Peter said as he smiled "The whole 'school for super powered teens' I've seen before. The biggest difference is that no one's called me Bub"

"Huh?"

"So Peter, how do you think you'll do on your exam?" Ruby asked

"I don't know but I'll aim to pass"

Then a voice came from behind them "They'll never suspect that we're working together!"

It was then that Peter and Rin went walking by

"I wonder what's up with those two?" Ruby asked

"I don't know but I think that Nora girl may be nuts" Peter said

"What makes you say that?" Yang asked

"Met someone like her once. But if she starts talking about Chimichanga's I'm running"

Yang turned back to her sister "What are you so excited about?"

"No more awkward small talk or how are you's. Now I let my sweet heart do the talking" Ruby said rubbing Crescent Rose up to her face.

"That is both adorable and disturbing" Peter said.

"That's Ruby" Yang said before turning back to Ruby "Part of growing up is meeting new people, which you have already done with Peter here"

Ruby groaned "What does fighting have to do with meeting new people?"

"Well Huntsmen don't just fight Grimm" Peter said "They also fight bad people, so either way you're going to meet new people"

"That's beside the point" Ruby said

"Not really"

Ruby sent a quick glare at him

"Would all student head to the Beacon Cliffs for your initiation exam" a voice said over the intercom.

"From the sound of 'Cliffs' I doubt this is going to be multiple choices" Peter said

Yang looked at him with a smile "Where would the fun in that be?"

Ruby was practically jumping up and down in excitement "I just hope I get to shoot or slice something"

"Preferably not me" Peter said

With that everyone headed towards the cliffs and was told to stand and metal plates. Peter already had an idea of what was going to happen, and he didn't like it.

Ozpin went over the rules of how things would go and mentioned that they were to gather their own relics and figure out their own landing strategy.

It was around this time that students began getting launched. While Peter had his poker face on he was actually freaking out inside as he had no idea what he was going to do. Before he was launched into the sky the last thing he heard was Jaune asking if they got parachutes.

To Peter's credit he didn't scream like he felt like doing. It actually reminded him of the time Hulk threw him.

He soared through the air and with the classic Parker luck kicking in he landed in an open field where his body bounced about three times after hitting the ground.

Luckily his body worked as almost like a giant shock absorber making him practically impossible to hurt with blunt force. He only required a couple of seconds before he was completely recovered from the fall.

"Note to self, never do that again" he said "Luckily neither Johnny or Wolverine were here to see that, I'd never hear the end of it"

He looked around the forest and noticed that he couldn't sense anyone watching him he walked over to a tree and began climbing up it, quickly deciding to travel as fast as possible to the location they had been given.

On the issue of partners he was mixed, on the one hand even though he had apparently become an Avenger (even though he didn't remember any of it) he was used to working alone except for the team up every now and again, so the idea of being stuck with a partner all the rest of his high school years was both tempting and terrifying.

That and he needed to keep his identity secret as well.

He began running through the forest and believed he would make good time. Whenever he thought about heading in a wrong direction his Spider Sense would go off and add the fact that he was running upwards of 225 mph, he may be the first one to arrive. Another plus of his powers in this world was that his mind effectively worked as a Grimm GPS allowing him to not only sense where and how many there were but also how much of a threat they were.

It was around this time that a noise similar to ringing was heard.

This made him pause for a moment

 _'_ _How could someone be calling me…?'_ he didn't even have his cell phone with him

He reached into his pocket and pulled out the object that was making the noise. Upon seeing it his heart skipped a beat.

It was his Avengers I.D. card. And the call that was coming in was from Iron Man.

He didn't hesitate to answer the call.

"IRON MAN!" he said in both excitement and relief at seeing a familiar face

Tony Stark merely looked at Peter in surprise "Wow they keep making Avengers younger and younger"

"Mr. Stark…"

"Tony, please"

"Tony, where are you? Where are we? When did I become an Avenger? How do we get home?" questions came rolling out of Peters mouth. Tony Stark was one of 2 people almost always at the top of the list for worlds smartest, so Peter wanted to know what he had come up with.

"Hold up kid" Tony said "I don't know too much more than you probably do. Now listen closely because the only reason I'm able to make this call is because I've boosted my armors com systems and this won't last long"

"Why call me instead of anyone else?" Peter asked

"Due to what it takes to boost this signal like this I could only hold up one line so I had my armor get in touch with the first I.D. card it's signal reached, which is you" Tony said before gaining a more serious look

"Listen kid, I have absolutely no idea how we got here" Tony said

"Where is here?" Peter asked "An alternate universe or timeline? Another planet?"

"Worse kid, we're not even in the same Multiverse" Tony said

Peter was dumbfounded. He had talked with Reed on the science behind traveling between universes and while Reed had a machine that could do that it was incredibly difficult to travel between realities, much less entire Multiverses and the power needed to travel between Universes was extremely high and that was with keeping a portal open for a minute.

"How much power would you need to be able to do that?" Peter asked

"Lots" Tony said

"Give me and idea" Peter asked almost pleadingly, wanting to understand his situation. Before he was just trapped in another universe with at least Captain America and the Hulk and a few others and while he was trapped away from Aunt May, Harry and Mary Jane he still believed that Tony Stark or Reed Richards would figure out a way to get them home. Now that hope was beginning to dive bomb.

Tony sighed as he thought of the best way to explain it

"Okay" he said "Imagine the Phoenix Force, The Infinity Gauntlet, and the Cosmic Cube. Now imagine that power x10 and you get a rough idea"

"That kind of power shouldn't even be possible. What could do that?" Peter asked "Are you sure?"

"Yeah I'm sure" Tony said "I have a piece of Vibranium in my armor to scan for dimensional energies… among other ways, and from the reading it's sent me the various times I've run the tests we are in a separate Multiverse than our own. As for what could be that powerful? I don't know"

Tony's face began to flicker and the feed began to break up "Looks like I'm running out of time, stay safe and we'll find you eventually…" and the feed was gone.

Something he said gave Peter pause "We?"

Peter stood there for a little bit, deep in thought.

Finally he began moving again, although this time he ran towards the Grimm. He was angry, not at himself or anyone, just at his situation. So he decided to take out his anger by cutting loose against a large number of Grimm. Normally he held back out of fear of permanently hurting or killing someone but now he wasn't going to hold back and was prepared to take them on.

As he approached one Grimm noticed him but before it had time to react Peter punched it with enough force to send it flying back a good ways. The Grimm watched as the body flew over their heads before turning their attention towards Peter. While people knew Spiderman was strong not many knew that he could lift around 20 tons. Meaning that if he was to throw a punch without holding back then it would pack 10 tons of force moving over 200 mph, a bad combination to the target.

"C'mon you ugly fuzzies, I want to smash something"

The Grimm charged forward but compared to the young hero they were slow and weak. They couldn't lay a claw on him as he effortlessly moved around them sending punches and kicks at them. He jumped over the rest of the group and ran towards a tree, with some effort he pulled the tree out of the ground and began swing it like a club hitting the Grimm.

Within a matter of minutes the fight was over and all of the Grimm lay dead.

Peter slowed his breathing and relaxed himself.

He then turned and began walking instead of running.

A few minutes later two young individuals walked onto the scene.

"Looks like somebody's already been here" Ruby said

"You think?" Weiss asked walking to one of the fallen Grimm "Looks like whoever did this did it with their bare hands"

Ruby wandered who could do this. Her first thought was Yang but she quickly decided that wasn't it as her sister would have left behind more signs of an explosion rather than just a beating.

"Whatever it was" Weiss said "It was strong enough to uproot this tree" she said looking at what appeared to be from where a person's hand on the tree.

"I don't see how someone could have gripped onto this tree like this" Wiess said

"Whoever did it was sad and in pain" Ruby said looking around

"And how do you know this?" Wiess asked

Ruby didn't answer but she recognized this. When her mother had died she had held it in and become introverted. But when she learned to fight and the pain came back she went out and fought as many Grimm as she could. It looked similar to this.

She couldn't help but feel some connection to the person who had done this.

 **About ¾ of the way through the test.**

"… And now I may never get home to my own reality and I feel about panicked because who will take care of my aunt May if I'm not around? What do you think?" Peter asked as he lazily sat on a tree branch.

He looked down at who he had been talking too and saw the growling Ursa looking back.

He leaned back "You know you're not as easy to talk to as Bruce, at least he got my jokes" with that he began leaping to the next tree and the next tree leaving a disappointed Grimm behind.

Talking about it at least made him feel better. Sadly he couldn't talk to another human being about it because they would probably try to lock him up with the crazies. He already had enough experience with dealing with crazy people to last a lifetime.

 **An hour later.**

Peter arrived at the place with all of the chest pieces and saw Yang and the dark haired girl Blake already there.

"Hey, how's it going" he said

"Good" Blake said quietly

"We got a pony!" Yang said holding up a chess piece

"Good for you" Peter said

It was then that a loud sound was heard from the forest and an Ursa came out thrashing and clawing. Instinctively the three tensed up for a fight only for the Ursa to unceremoniously fall over and the Nora girl to appear.

"Oh no it's broke"

Yang hesitantly pointed at the newcomer "Did that girl come in riding an Ursa"

"That would appear to be the case" Peter said

The guy with the pink streak, Rin came out of the woods after her. "Nora, don't run off like that"

However Nora was focused on something else as she ran over to the relics and grabbed one

"I'm Queen of the castle, I'm Queen of the Castle, I'm Queen of the Castle"

"NORA!"

"Coming Rin!"

Then Peter's Spider Sense went off, causing him to look up.

He pulled Yang's sleeve "Uh, Yang?"

"Yeah?"

"Is that Ruby falling from the sky?"

Sure enough they saw the girl falling towards them.

Without wasting another moment Peter ran forwards and jumped as high as he could and caught Ruby before landing on one of the stone columns and jumping back to the ground.

"Nice catch" Ruby said looking him in the eye

"Thanks" Peter said

They were both quiet for a moment

"You do know you can put her down now right?" Rin asked

Both teens went wide eyed and separated quickly

It was then that Ruby saw her sister

"Yang!" she said walking forwards with arms wide

"Ruby!" Yang said going in for a hug.

"NORA!" Nora said as she popped up in between the two, causing them to stumble back.

Yang had clearly had enough "Would everyone stop going nuts for just 2 seconds!"

For a little bit silence prevailed before a scorpion like Grimm came out of the forest chasing Pyhra, who he recognized from a box of cereal he ate sometimes, while Jaune soared through the air and landed in a tree.

"Well, at least you got 4 seconds" Peter said

Yang sighed "Yeah, I guess"

"Um, Yang?" Ruby said as she pointed up.

Everyone looked up and saw Weiss hanging on to a massive flying Grimms talon.

"I said jump" Ruby said

"You must be the girl without fear" Peter said

Blake crossed her arms "She's gonna fall"

"She'll be fine" Ruby said, waving it off

"Your lack of concern is disturbing" Peter said

"She's falling" Rin said

Sure enough the white haired girl began to fall. Peter was debating whether he needed to catch her or not. The distance she was from him he couldn't just jump and catch her like he did with Ruby, but he could catch her if he added in some Spider Speed but that may raise some questions.

Luckily Peters answer came when he saw Jaune jump out to catch her and fall to the ground unceremoniously.

"Great the gangs all here" Yang said cheerfully "Now we can all die together!"

"Sounds fun!" Peter said back

"I can take it!" Ruby said before running towards the giant scorpion like Grimm.

"Ruby!"

"Ruby, wait!"

Both Peter and Yang yelled out simultaneously.

Ruby however kept running forward using the gun on her scythe to increase her speed. As she soared towards the Grimm she raised her weapon ready to strike it down, only for it to swipe her away with its claw.

"Don't worry, totally fine" Ruby said as she got up. Turning she saw the large scorpion Grimm heading towards her.

She quickly fired off a few shots as she ran backwards before turning and running away fully as she put her Scythe away.

"Ruby!" Yang yelled as she ran towards her sister.

Peter took a step forward ready to jump in at a moment's notice with only his need to keep his secret preventing him from running out there.

The two sisters ran towards each other as a giant feathered Grimm appeared in the sky.

Peter's Spider Sense went off warning him that it was going to attack.

The Nevermore sent down a blast of razor sharp feathers, one of which got Ruby's cape, trapping her.

As Yang saw her sister rapped she began to stop as the feathers rained down knowing that there was no person who could run through those feathers.

But suddenly a blur moved past her leaving a strong gust of wind behind as it moved between the feathers with both inhuman speed and agility.

The Death Stalker moved closer and raised its tail to attack…

Only for Peter to grab the feather pinning Ruby and pull it out of the ground before throwing it like a spear into one of the creatures eyes.

"Peter…" Ruby said, stunned at seeing her friend use such speed and strength.

Peter turned around and looked at Ruby "You okay?" he asked

He grabbed her hand and began to help her up "Yeah"

It was at this time that the Death Stalker regained its bearings and began to bring it down on Peter and Ruby.

Peter turned, prepared to grab the tail when a white blur appeared next to him.

A wall of ice incased the Night Stalker "You are so childish…"

It was the white haired girl Weiss Schnee.

"Weiss?" Ruby asked confused

"… And dimwitted and hyper active and don't even get me started on your fighting style and I suppose I can be a bit…" she paused momentarily "Difficult"

"But if we're going to do this we're going to have to do this together so if you'll stop trying to show off, I'll be nicer" Weiss finished

"I'm not trying to show off" Ruby said "I want you to know I can do this"

"Your fine" Weiss said

"Normal knees" Ruby said

"Well, I don't feel awkward at all" Peter said

Ruby straightened up as if she had just remembered he was there

She fumbled with her words for a moment "…Thank you?" she said almost like a question

"You're welcome?" Peter said in the same tone

Yang ran up and hugged Ruby "I'm so happy your okay"

"Uh, that thing is circling back" Jaune said

"Then lets not dilly dally, our objective is right in front of us" Weiss said

"She's right" Ruby agreed "Our mission is to get an artifact and make it back to the cliffs. There's no point in fighting these things"

"Run and live" Jaune said "That is an idea I can get behind"

Everyone grabbed an artifact including Peter, who noticed that there was an odd number of artifacts, leaving one for him when he had done the calculations and thought at least one person would be left to fail.

Did that Professor Ozpin leave an extra one just for him?

The Death Stalker began to free itself prompting everyone to begin to leave.

As they reached the base of the cliffs the Nevermore flew in their area forcing everyone to take up hiding spots.

After it perched Peter said "I think it knows we're here"

He turned towards Ruby and Weiss and said "If we give it a cracker do you think it'll leave?"

Ruby looked at him with the utmost seriousness "Do you have a cracker big enough to feed it?"

Peter hung his head "No"

"You should be prepared!" Ruby said

"Will you two stop talking!" Weiss said "We are about to fight for our lives"

At that time the Death Stalker came out of the woods screaming at them.

"Okay, RUN!" Jaune yelled.

Everyone began running around and battling the various monsters.

As they were crossing the bridge the Nevermore rammed it causing the bridge to collapse. As they were sent flying into the air, Peter grabbed Jaune and threw him to safety.

As the rubble and Jaune turned back they saw the rubble fall into the mist below and presumably Peter with them.

"Peter!" Jaune yelled

However if he had been able to look under the bridge he would have seen his friend sticking upside down to the bridge. Peter let out a breath. As the rubble fell he had used one piece as a spring board to jump under the bridge.

As he crawled along he heard another explosion and then a body fly towards the ground "Was that Blake?"

Luckily she hadn't seen him and had managed to save herself. After this Peter began to crawl up the side of the wall and ended up climbing up behind Yang, Blake, Weiss and Ruby.

"Hey, did I miss anything?" he asked

"Oh, hey Peter" Ruby said

"Where'd you come from?" Yang asked

Peter mentally facepalmed, these four hadn't seen him fall into the bottomless chasm

Soon afterward the four girls pulled out there weapons and took aim at the Nevermore.

Peter looked at their weapons, he really wished he had one of Tony Stark's suits right then, he felt left out.

They opened fire on the Nevermore only for it to destroy the thing they were standing on

"We're going to need a better plan" Peter said as they leapt to a new platform

"I've got one, cover me!" Ruby said running off.

Peter watched as Yang leapt onto the Nevermore and began pounding it and he wondered whether or not if she would take it as a compliment if he compared her to the Hulk right then.

He watched as Weiss froze the Nevermore in place and the four girls formed a human sling shot using their combined skills and abilities.

"Of course you would come up with this idea" Weiss said

"Think you can make the shot?" Ruby asked

"Can I?"

"Can you…"

"Of course I can!" Weiss said

"Keeping my fingers crossed" Peter said

"I'm ignoring you" Weiss said

Peter watched as Ruby was launched forward and preceded to run up the cliff face and behead the Nevermore.

Peter whistled "That was actually pretty cool"

"Well, that was a thing" Yang said

 **At the team ceremony**

Professor Ozpin stood at the front as he assigned teams.

Peter watched as teams were assigned in two's and figured that he would be getting cut as if he stayed one team would have an extra member.

He watched as Jaune was named the leader of his team and couldn't help but smile at his clumsy reaction.

For some reason, whenever he looked at Professor Ozpin he always seemed to think of Doctor Strange, he once thought about making a joke and asking Ozpin if he had trained with someone called the Ancient One.

Finally Ozpin called forward the remaining students

"Ruby Rose, Yang Xio Long, Weiss Schnee, Blake Balladona, and Peter Parker. Please step forward"

Confused Peter walked up

Ozpin regarded them for a moment "It seems we have a bit of a conundrum here. We have enough people for one team and yet one person over. So I suppose I'll have to come to a decision about that. I could always kick one of you out"

The four girls tensed while Peter wasn't as tense as they were he certainly didn't want to be kicked out after everything he just went through.

"Or" Ozpin began again "I can bend the rules and allow an extra member onto your team"

He turned back towards the crowd "Everyone allow me to introduce to you team RWBY! Led by Ruby Rose!"

He quickly turned back to the team of 5 "We never expected a team of five so our computers were only programmed to take up to 4 letters. We'll have to list Mr. Parker on the official team listing"

Everyone just looked at each other

"Well RWBY sounds better than any other algorithm with a P in it" Peter said

Ozpin regarded them again "Looks like its going to be an interesting year"

 **That Night.**

Ozpin took the students on a tour of the dorms and showed them all to their assigned rooms. As he reached the end of the hall he pointed to one room and let team JNPR get in their room before turning to the next door and using his scroll to open the door.

"Now you will all be able to use your scrolls to enter your dorms and the only other people who will be allowed in are the faculty and staff for obvious security reasons" Ozpin said

Ruby looked around the room "Uh, sir?"

"Yes" Ozpin responded politely

"There are only 4 beds"

"Yes, so?" he said calmly

"Um, there are 5 of us"

"I understand"

"So where is person number 5 supposed to sleep?" Ruby asked

Ozpin raised an eyebrow "Well we're certanley not going to let them sleep on the floor"

The 5 teens looked at him in confusion

"Sooo" Ruby began "What are we supposed to do?"

Ozpin cleared his voice "Until we can figure something out, young Mr. Parker will be staying in one of the spare rooms. If you need him your scroll will unlock his door and vice versa"

After straightening that out Ozpin walked Peter 2 doors down and opened up a room that consisted of 4 beds.

"Take your pick" Ozpin said motioning to the beds

Peter promptly flopped onto the nearest one

"Before I leave" Ozpin said "I noticed that among the paperwork you sent in that you mentioned that you didn't have a scroll?"

"Um, yes?" Peter said wearily

Ozpin reached into his coat pocket and tossed something to Peter.

"Your own scroll" Ozpin said "It has the contact information of your teammates and instructors inside, take good care of it"

Before Peter could turn down the scroll Ozpin was already gone.

Peter lay on his back for a while, but was unable to go to sleep so he got his costume and dressed up in his Spiderman gear. He had already taken one night off from Spiderman and that was enough.

He quickly climbed through the window and stealthily made his way off of the school's campus.

 **In the city of Vale**

Roman Torchwick looked at News footage of the so called 'Spiderman'.

Ever since this masked nut job had shown up he couldn't carefully plot his crimes because this guy had no pattern to how he would react to crimes. You never know when he was going to show up to stop a crime.

"How does he keep appearing where my men are committing crimes?" he asked in exasperation.

"Maybe he can sense when people are doing something bad like a errr… Spider Sense or something!" one of his underlings said

Roman turned on the man "That is the single dumbest thing I've ever heard. Next you'll tell me he has a friend named Ant Man who can talk to Ants!"

But then Roman's smiled changed "But tonight will be different. This brat wants to be a super powered hero? Well, I've hired someone to be a villain to his hero"

Spiderman wouldn't have a quiet night this night.

 **Done with a 6,791 word count. The longest I've ever done before, I feel like congratulating myself.**

 **This goes from the end of Chapter 1 all the way through Chapter 8 so this was a long one.**

 **Tony Stark appeared in this chapter as well and gave some more information on the situation their in. He will be appearing later on.**

 **This is told from Peter's perspective for the most part so that's why some scenes from the show aren't mentioned here as Peter simply wasn't there.**

 **Next you will see a Marvel Villain finally appear, I already have him picked out but here's a clue, he won't be a Spiderman villain.**

 **Now onto Reviews!**

 **Sharkzero44: Yeah, I was thinking of having her attempt to get his picture throughout the story and never realize that he's actually in class with her.**

 **Dandyrr0403: Yes, it is Moon Knight he'll actually play a part when Cap gets to Atlas. Cap will also meet a few other heroes and I plan on showing what he's been up to next chapter. Hope you enjoyed.**

 **Cornholio: Yep, I own the miniseries and I actually like how it's told from a reporter's perspective that's essentially detached from the heroes lives and merely observes.**

 **Greer123: Yeah, Steve is probably the most impactful hero in the MU because everyone thinks of him as a standard of what a superhero should be like.**

 **Kamen rider: You'll have to wait on the actual chapter where the battles take place to know who fights who and who will be involved. I actually know about Ghost Rider's powers, what I don't know is like story lines and stuff as I haven't really read him before. The Hulk in this story will be in the 100 ton level strength category. Now if you don't see certain Marvel characters in this volume then they may appear in another. I already have some characters I want to keep out of the story until Volume 4 or 5. I have had some ideas about any cosmic characters if I decide to include them, but you'll have to wait and see about them.**

 **Cabrera1234: He'll get his shield back but not without a fight.**

 **Daughter of Ironman06: It is Moon Knight, as for the other that's a wait and see.**

 **Hope you enjoyed, Please Review and have a nice day!**


	7. Chapter 7

**Disclaimer: I do not own Marvel or RWBY, they belong to their respective owners.**

 **Chapter 6**

 **In a dark and remote part of Remnant**

A Beowolf crawled out of a pool of black ooze, nearby a castle stood.

"Fascinating" Victor Von Doom said as he looked out from the window.

"Most do not share your view" Salem said as she approached from behind him

Doom held up a book "I have been reading on the subject regarding these Grimm. They can have a variety of abilities and can sense negative emotions the way a shark smells blood and yet you create them and can control them with little more than a thought"

"Professor Watts will not be pleased when he finds out you have been 'borrowing' his books from his private office" Salem said

"If he has a problem with it he can take it up with me personally"

Salem gave a small smile at the comment "When it comes to these new 'heroes' how do we deal with them?"

"Simple" Doom said "You send people against them to keep them distracted from your true goals because wherever there is good there is also evil"

 **Vale**

2 robberies, one attempted murder and a drunken brawl was everything Peter had tried to deal with that night.

He stretched on the rooftop where he was standing as he looked at the mountains to the back of Vale.

"Might as well return to school and get some sleep" he said before jumping off the roof top towards a building across the street, however about halfway across the distance his Spider Sense blared momentarily before a rock hard substance slammed into him sending him to the ground.

"Oooh, anyone get the number of that meteor?" he asked as he rubbed his head before looking at the person standing above him.

"A Skrull?" the aliens hands became large and rocky before being engulfed in flames "Uh Oh"

The two fists came flying down towards him with spider man barely dodging it by flipping backwards. Jumping through the air he landed on one of the light poles.

"Why are you trying to kill me?" he said "Last time I checked I don't have a '4' on me anywhere's"

"Stuck on this human infested world I have run into the problem of not having the means to acquire food so I have begun taking jobs" The Super Skrull said "You are merely one of them."

His fist were still covered in rock and flame but he sent his arm flying forward and Peter jumped to the side dodging it

The Skrull continued "I tell you this out of formality, when I am going to kill someone I prefer them to know why"

"Hearing you say that makes me feel so happy!" Spiderman said cheerfully as he ran forward, attempting to land a blow only to get thrown back by an invisible force.

"I have read the files the Skrull Empire has on you" The Skrull said as it regarded him "You are the one known as 'Spiderman' powers of the life forms known as 'Spiders' on Earth and has a precognitive ability to sense danger"

"Wait! An alien Empire knows my name?" Peter said "I don't know whether to be happy or terrified"

"Stop talking!" Super Skrull said as he sent invisible daggers flying towards the young hero.

Peter effortlessly dodged the attack "Yeah, invisible attacks don't work on me I still know their coming"

"It simply prolongs your inevitable death"

"Okay spooky if you say so, by the way…" Peter leapt forward and punched him in the face "…Tag!"

The Skrull warrior went tumbling back before standing up angrily "You dare!"

"Maybe"

Super Skrull snarled at the webbed hero "I have the powers of the Fantastic Four and my own shapeshifting you cannot hope to defeat me"

"Fun fact about me ugly" Peter said, eyes narrowing "I've taken the FF on before and won so show me what you've got"

"My pleasure!" Super Skrull said.

 _Meanwhile in a nearby Airship_

Annie Emerald was one of the current news anchors for the Vale News station. Normally this would have been a good career path but recently that has changed. With the arrival of these 'Marvels' people wanted to know more about them and yet not a single station had gotten an interview with them or good footage of them in action.

She and her camera crew had given the assignment of monitoring traffic and were currently on their way back to the station when an explosion in the distance caught her attention. Smelling a story she took action.

"Head over there!" she told the pilot

The pilot flew as close as he could without putting the airship in danger.

"Start rolling" she told the Camera man after telling the news station about the huge explosion. They were going live.

"Moments ago a large explosion was seen erupting near the docks. The cause is yet unknown possibly an accident or possible attack from the White Fang but from here we can see…"

 _'_ _FLOP!'_

The camera man and news woman turned to the airship's front window and saw Spiderman had hit it in a manner similar to a bug on a windshield.

Awkwardly the people inside stared at the masked man outside

He stared back "Um, hi?"

The camera man waved at him.

It was then that Spiderman's body tensed and his eyes widened as he looked to the side, almost as if he could sense something no one else could

"Not again!" he cried before being tackled by what looked like a green man with pointed ears, rock arms and the bottom half of his body shooting fire out as he hit Spiderman off the Airship and into the nearby street, leaving a crater behind.

The News woman turned to her camera man "Tell me you got that"

"I got it"

 **Back at Beacon Academy**

The girls of team RWBY had gotten into bed and prepared to sleep. They were all so comfortable and everything so quiet and peaceful that they could just doze off…

Then two Scrolls went off simultaneously

"Okay who am I going to punch?" Yang asked annoyed

"Well this one's mine" Ruby said

Weiss reached for hers too.

"Why did both of your Scrolls go off at once?" Blake asked

"Well my Scroll has an App that goes off when Spiderman is caught on any News camera" Ruby said

"Why would you have that?" Blake asked as Yang groaned

"Because Spiderman is cool, duh" Ruby said as if it were obvious.

"I have the app too" Weiss said

"You think Spiderman's cool too?" Yang asked

"Not exactly, but he is weird and some of the things he's able to do are next to impossible" she said as Yang and Blake came over to watch the video on their Scrolls.

Yang winced as she saw Spiderman get tackled by the green man off the airship "That's going to leave a mark"

"Who's the green guy?" Ruby asked

"Whoever they are their not friends" Blake said as they watched the two superpowered beings fight on the ground.

Spiderman leapt forward but was sent flying back by an invisible force before the green skinned man threw fireballs at him

"What knocked him back?" Yang asked

Her question was somewhat answered when the green man started swinging an invisible blades cut through things as Spiderman dodged the attacks better than someone who could see.

"Wait the guy can use attacks that you can't see!" Ruby said "How would we fight that?"

"Better question, how can Spiderman dodge them? Can he see them?" Weiss asked

"Well real spiders can sense vibrations through the air and ground so maybe he can _feel_ them or he has some other way of sensing the attacks" Blake said

At this time the green man's arm turned rocky and he pulled up a piece of concrete and threw it at Spiderman, who had people standing behind him making him unable to move out of the way so he caught the concrete. The moment of stillness was exactly what the green man needed as he ran forwards and grabbed Spiderman before throwing him into the side of a building.

 **Back with Peter**

Peter felt the pain spread through his body as he was thrown into the side of the building, the impact making the air in his lung rush out.

"You have fought well human" the Super Skrull said "Now it is time you died!"

His body became elastic as he stretched and wrapped himself around the Web slinger with his arm stretching around his neck and tightening as the alien warrior began to choke Peter.

Peter tried to struggle but with his body wrapped up in this way there was nothing he could do.

 _'_ _This is it'_ Peter thought _'This is how it ends, after all of the battles and villains this is how it ends'_

He thought about his Uncle Ben, did he make him proud.

He felt bad about leaving Aunt May by herself a part of him still believed that they could make it back home.

He thought about Captain America, who trusted him with protecting this city and representing the Avengers. He thought about how he was letting him down.

He thought about his time at Beacon and here he was actually looking forward to attending.

Then his mind switched to his new team, he didn't know them well yet aside from Ruby but he was sorry he wouldn't have the chance to meet them all.

He would miss Ruby, her upbeat personality made him want to be around her more.

What would happen to all of them after he died?

It was this thought that changed things.

If he didn't stop Super Skrull then who would? If he wasn't stopped then he would just continue hurting and killing people, people like the few friends he had made at Beacon.

He saw on the ground where part of had been destroyed an electric cable hung out of the rubble. Even with how he was struggling he used all of his strength to stretch one of his legs and use his powers to make his leg stick to the cable and then using his super human flexibility he jammed it into Super Skrulls back.

The alien yelled as electricity surged through its body giving Peter enough room to free himself from Super Skrulls grasp and took in a deep breath as he kicked the alien warrior away.

After taking several deep breaths he shakily stood up and walked over to the now unconscious and burned Super Skrull.

Peter pulled a note card and pen from his belt and wrote a note detailing super skrulls powers and what to look out for. As he heard the police arrive he walked over to a wall and began to climb up and out of sight.

After a minute the airship lost sight of him.

 **An hour later**

Peter crawled through his window.

He paused for a moment and rested, that fight had taken more out of him than he expected.

Since he was in a boarding school now he couldn't risk someone seeing him in his costume, so he changed out of his costume before climbing into bed to sleep.

It felt like he hadn't gotten much sleep when there was a banging on his door before Ruby opened his door "Peter, time to come over for team RWBY's first official meeting!"

Sighing Peter pulled himself out of bed and walked over to the girls room after getting dressed.

When he opened the door and saw the room the decorations didn't surprise him but what made his eyes go wide was a separate matter.

"That doesn't look safe…" Peter said as he eyed the beds

"It's safer than it looks" Ruby said

"Considering how dangerous that looks, that's not saying much"

"Your worry too much" Ruby said "Now onto the second order of business…"

"…Classes" she said

"Okay we have a few classes together, today at 9:00 we have…"

"Wait did you say 9:00?" Weiss practically yelled

"Um…" Ruby said, looking as confused as Peter currently felt

"It's 8:55 you dunce!"

With that Wiess took off running down the hall

"Ah…" Ruby began "To class!"

Following them was team JNPR as they ran

"Hey Jaune" Peter said

"Hey Pete" Jaune replied

"Less talking more running!" Ruby yelled

Luckily they arrived to class on time.

However sitting in class was a different issue than getting there. As Ruby goofed off and Wiess was annoyed Peter was sleeping. Not intentionally mind you but he was still tired from being up longer than expected fighting Super Skrull, he expected to find some villains from his world here but fighting Super Skrull was not something he was prepared for.

So you can imagine how surprised he was when a loud sound woke him up and he saw Wiess fighting a Grimm that looked surprisingly like a warthog.

"Did I miss something?" he asked Blake who was sitting beside him

"Wiess volunteered to fight the Grimm"

"Oh, okay" Peter said as if a student fighting a monster in the middle of class was in no way odd.

He watched as, with some effort Weiss killed the Grimm.

He couldn't help but notice the way she fought as if she were angry and the glares she sent Ruby. He couldn't help but feel as if there was something more going on.

After class Weiss hurried away while Ruby followed. His curiosity getting the better of him he decided to follow. What he heard wasn't good with Wiess telling Ruby that she shouldn't be leader and then storming off.

Peter looked at Ruby from his hiding place as she hung her head low and had her hands held in front of her.

"She is your team leader and friend" he heard a voice say behind him "Being on a team means being there to support each other in times of need"

Peter turned and saw Ozpin standing there "Go talk to her"

"I don't know what to say" Peter turned his eyes back towards Ruby "I may make things worse"

Ozpin smiled kindly at the young man "Then allow us to talk to her together"

He didn't give peter a choice as they walked over towards Ruby who looked at the two men "Did you hear any of that?"

"Every word" Peter said. Ruby looked to be close to tears and he honestly wanted to say or do something to make her happy but nothing came to mind that would work

She turned to Ozpin "Was she right? Did you make a mistake?"

"That remains to be seen" Ozpin said chuckling.

This seemed to relax Ruby a bit, although she took on a surprised look.

"What do you mean?"

"I mean it is only the first day" Ozpin said "Ruby, I have made more mistakes than any man, woman or child on this planet. But I do not consider your appointment to team leader to be one of them. Do you?"

Ruby didn't answer so Ozpin continued "Being team leader isn't a title you just carry into battle. It is a badge you wear constantly. If you are not performing at your absolute best then what reason do you give people to follow you?"

Ozpin turned away from the two "You have been given a great responsibility; I recommend you take some time to think about how you will uphold it"

With that he left and Ruby turned to look at Peter "What do you think? Do you want to be leader?"

Peter chuckled "Nope, I'm more of a loner but when working on a team I'd prefer to be following a good leader" he said thinking about the times he worked with teams such as the Avengers, X-men, and Fantastic Four.

"I think you'll be a great leader Ruby" he said

"But I'm not the strongest or smartest person on the team" She protested.

Peter smiled as a thought came to him "Back where I'm from there was this guy everyone looked up to and admired. But back in the day he was a skinny weakling and then someone gave him the chance to help and do some good. He wasn't the smartest or strongest person but he was someone who inspired us and would be among the first to charge into a fight when facing an opponent much stronger to protect innocent people"

He remembered Captain America when he said this, he couldn't think of a better leader than him.

"One time I personally saw him walk up to possibly the most dangerous person I had ever seen who had gotten his hands on a dangerous object and look him in the eye and tell him off" Peter said remembering when he worked with the other heroes against the villain Thanos who had gained the infinity gauntlet.

He turned back to Ruby "My point is that you _don't need_ to be the strongest or smartest you just need to be a _leader_ "

He saluted Ruby "Follow you anywhere Ma'am!"

Ruby returned the salute "Thank you!"

The two began to walk through the hallway together before Ruby spoke again "Hey Peter?"

"Yeah?"

"That guy you were talking about, the one everyone looked up to, what was his name?"

Peter smiled "Steve Rogers"

"Huh, weird name" she said

 **Later that night**

Peter was in the girls room as they, minus Weiss who was still out, decided to do their homework together.

"Happy that's over with" Yang said flopping back on her bed

"I still say those beds aren't safe" Peter said but the girls ignored him

Suddenly Ruby shot up "Oh my gosh, I can't believe I forgot!"

"What?" Yang asked

"Well we know each other's Semblances I can move fast, Yang hits hard, Blake has clones and Weiss can make those Glyphs but we don't know what Peter can do!" Ruby said looking at Peter expectantly

"Maybe he hasn't unlocked his Semblance yet?" Blake said. Most people unlocked their Semblances eventually but a small few never gained their's.

"Actually I have one" Peter said

When he had entered the school one of the papers he had to fill out requested information on his Semblance and since he thought he had to list something he picked one of his powers that he felt wouldn't give him away.

"It's called a Danger Sense" he said, seeing the looks on everyones faces "Basically it works as a 6th sense that warns me of danger a few seconds before it happens and how serious the danger is"

In a flash of red Ruby was in his face "That is so COOL!"

Peter suddenly felt awkward, which Ruby seemed to be oblivious to.

"What does it feel like? Do you see the attacks coming or do you just respond?" She asked

"Um, it feels like a tingling in the back of my head"

This lead to Ruby looking at the back of his head in interest.

"That would be useful in a scouting role" Blake said

"I could still beat him up" Yang said, punching the air in Peters direction

"Is it always active or do you turn it on?" Ruby asked

"It's always on" Peter said as he turned to look at Ruby only to be interrupted as his Spider Sense went off and he moved his head a little to the left instinctively avoiding the Softball that went flying past his head.

He turned around and looked at the other two girls in the room and it didn't take a genius to figure out who had done it as Blake didn't even look up from her book, just pointing in Yang's direction as Yang smiled and waved

"Why did you do that?" he asked

"I wanted to see it in action" was her simple reply

He turned back around and Ruby practically had stars in her eyes "That was so cool! If you can react to attacks before they even happen it makes you practically untouchable!"

Peter scratched the back of his head "Not as much as you'd think. Against someone with your speed I would have a harder time and if I was attacked from multiple directions I may not be able to react as fast"

"Hey Peter" Yang said "Did you hear about that green guy Spiderman fought?"

Hear about it? Until a few hours ago he still had the bruises. "Yeah, what did the police do to him?"

"Police gave him to the military who said they used some info the Spider left to customize one of their jail cells to help hold him" Yang said

"Hopefully he'll stay there" Blake said "His fight hurt some people"

Ruby sent a glare at Yang "I bet you want to put Spiderman away too!" she said crossing her arms.

Unnoticed by everyone in the room Peter tensed.

"No" Yang said "All he's done so far is help people. I'm just not willing to trust someone blindly without being able to find out more about them"

This caused Peter to relax again.

So they stayed in there and talked a little bit longer with Ruby asking a few more questions before he decided to head into his room.

"Night" he said

They said their good nights as well except for Ruby who said that she would stay up and study some more and as Peter left to go on patrol about an hour later he could smell coffee in the background.

 **On a road in the middle of nowhere.**

A lone man walked the road with the hood of his jacket pulled up.

A look under the hood would have revealed the face of Steve Rogers, Captain America who was taking the road to Atlas. Of course he had no idea how he would cross the sea to get to Atlas but he would burn that bridge when he got there.

A sound of footsteps in the woods caught his attention. The footsteps were made in such a way that they were virtually soundless and if it wasn't for the fact that the Super Soldier Serum enhanced his hearing he may not have noticed them.

He stood still in the road for a moment before jumping to the side as a figure attacked where he had just been standing. Steve took off his backpack and got into a fighting stance which his opponent did likewise.

His opponent was female and wore a mask, leaving Steve unsure if he knew this person.

The attacker came at him with a strong right and then kicked with her left leg as Steve blocked and dodged.

They went on like this trading blows and dodging and blocking, neither one landing a decisive hit.

The woman sent a kick at Steve who caught it and attempted to subdue her, only for the woman to twist her body and send another kick at Steve that knocked his legs out from under him.

He quickly stood up and looked at the woman

"You can stop now I know it's you" Steve said

The woman paused and took off her mask

"Natasha" he said looking at the Black Widow

"Sorry Steve, had to be sure it was you" she said

"Can't say I'm surprised" Steve responded with a friendly smile

 **Okay, that's done.**

 **Now I know some of you have been wondering when the event that lead to them being on Remnant and losing their memories will be revealed and I already know what the event is and I plan on having the characters find out either near the end of Volume 1 or the beginning of Volume 2 in the story.**

 **Spidey VS. Super Skrull and the Black Widow appears.**

 **I decided to have Peter tell people that his Semblance was his ability to sense danger as I think he could use this to help team RWBY out and it would make it to where they wouldn't question how he knows these things.**

 **The coffee that Peter smells at the end is the cup Weiss made for Ruby so I don't know if you all caught that or not but that was fun.**

 **Now for Reviews! Yay!**

 **Cornholio4: Velvet's Semblance allows her to copy an opponent's techniques and skills but not their Semblances. So she wouldn't be able to copy his abilities but her camera would probably be able to scan, copy and replicate his web shooters.**

 **Dandyrr0403: Thanks! Ruby and the others will find out about his identity eventually and I have that planned already but it won't be for a little bit. As for who's with Tony you'll see when he makes another appearance.**

 **Daughter of Ironman06: Hope you liked who the villain was.**

 **Missmeow1968: Sorry, FF villain, but you may see some Cap villains later on.**

 **Greer123: Sorry but Venom won't be appearing just yet.**

 **Hirshja: Thanks for the correction; I'd seen the name spelt both ways so I didn't know how to spell the one from the show's name.**

 **Steve: Dude, no need to call me an idiot I just wasn't sure which spelling to use. Just wrote the numbers for whatever reason.**

 **Matt: Glad you like the pairing, I had Peter on team RWBY so that he would have more involvement with their adventures on the show. As for the villain I just wanted to make it clear that the villain was not one of Spidey's and therefore not one he would be used to fighting.**

 **Kamen rider: Some of the heroes will be mentors to some of the RWBY characters as for pairings aside from Peter x Ruby I haven't decided on many more pairings with Marvel characters although I do have ideas on some RWBY characters. I'll probably have the final battle revealed around the end of volume 1 or the beginning of volume 2 so you won't have too long to wait, although I will give you a hint in that I took inspiration from a few events across the Marvel Multiverse. Hope I answered your questions and if you want to guess then I'll try to answer you as much as possible without giving it away completely.**

 **Please Review!**

 **Thank you for reading and have a nice day!**


	8. Chapter 8

**Disclaimer: I do not own Marvel or RWBY.**

 **Chapter 7**

"You've found more of us?" Steve asked

"Two more" Natasha said as she walked Steve to a nearby Village "They've been living in this village since they arrived but I've been living in the woods here. With no idea how we got here I had no idea if someone would come looking to finish us off"

Steve nodded his head "When I first 'woke up' here I was standing in the middle of nowhere and had to fight off those Grimm for days without rest, by the time I came across another person I had collapsed"

Natasha walked him over to a building where men were busy loading and unloading crates and barrels.

"Wait here" she told him

While Steve waited he looked around the village. It seemed like a nice quiet place to live.

"Well if it isn't Captain America himself" a voice said behind him. As Steve turned around and saw the face he couldn't help but smile.

"Luke Cage" he said shaking the man's hand

"Good it looks like you two have already met" Natasha said as she came back out

"Yeah I was going on my brake when I saw Cap standing here" Luke said

Steve enjoyed the moment of being near two friends before moving on "So Natasha, who was the second person you were telling me about?"

Steve knew something the moment he saw the smiles leave their faces.

 **Vale**

"Come on guys" Spiderman said to the Criminals he was fighting "I have things I need to do tonight so why don't you just skip to the end and give up?"

He had meant to be back at his dorm hours ago but these guys had robbed a place and he had gone after them with them evading him most off the night until they took a turn too fast and crashed their vehicle.

Afterwards they began using their weapons to try to stop him. He had already taken down around 7 or the guys leaving the last 5.

It took him a few more minutes to take the rest down as he left right when the police arrived.

After entering his dorm he checked the time and saw that he only had about 2 hours until he needed to wake up and get ready for class anyway. So he took a shower before deciding to leave his dorm and get a snack in the kitchen in their dorm.

He started making him a sandwich when he heard footsteps behind him. Turning he saw Ruby enter the kitchen looking half asleep and carrying an empty coffee mug in her hand.

"Morning Peter" she said as she walked past him, almost as though she didn't fully recognize his presence

"Morning Ruby" he said with his head in the refrigerator.

It was then that Ruby saw the clock and stopped in her tracks. Turning back to Peter she took on a confused look.

"Why are you awake so early in the morning?" she asked

Peter shrugged as he drank some freshly poured milk. Ruby didn't need to know that he had actually gotten very little sleep.

"What are you doing up?" Peter asked

"Yang was snoring so loud I couldn't sleep" Ruby then paused as if considering something "If she wants to know where you heard that from, say it was Weiss"

Peter raised an eye brow "Throwing Weiss in the line of fire? So much for the 'BFF' bit"

Ruby waved her hand in front of her face "Nah, Weiss will be fine; Yang won't hurt her too badly"

"I've only met one person with a worse temper than her" Peter said

"There's someone angrier than Yang!?" Ruby said in mock shock.

"If you ever met them you would agree"

"So" Ruby said changing the topic as she sat down at the table "How are you adjusting to Beacon?"

"So far, so good. I've seen places like this before but was never a student" he said

Ruby hummed in thought. Since the semester at Beacon had started it had become obvious that Peter didn't like talking about where he came from and judging by the fact that he had said that he came from a place with a school similar to become caught her attention. The only places with academies like Beacon were in the capitals of the other Kingdoms.

So did that mean Peter came from another kingdom? He didn't appear to be like the people from Atlas, so maybe Mistral?

Either way Peter was a puzzle, but she didn't want to pry or risk losing her friend.

"I'm more worried about Jaune" Peter said. "He's had it rough here since we started"

Peter knew something about that himself. He had needed to catch up on the knowledge of this world and had spent all of the lunch's in the library than with his new friends trying to learn what he needed too.

But Jaune was having it hard in both the mental and physical aspects of the school's curriculum. His combat skills were the worst in class and he was an average student academically for the most part.

"Yeah" Ruby said in agreement "But I'm not quite sure what we can do about it"

Peter nodded "Jaune has a lot of good qualities about him and he's a good friend but he's also proud and insecure at the same time. He may take any offer of help we give as us taking pity on him"

Peter and Ruby remembered how Jaune always talked about the Arc family with pride in his voice, yet at the same time he was insecure, always jumpy and unsure of himself.

"Phyrrah worries about him too" Peter said, thinking of the looks she sent to the blonde when he was having a hard time in any of the classes or training sessions.

"Part of that may be because she likes him" Ruby said

Peter raised an eyebrow "We all like Jaune"

"Phyrrah likes, likes Jaune"

"Oh" Peter said, he had suspected a few times but was never certain about it and was surprised when Ruby came right out and said it.

"Wonder if they'll end up together?" Peter said

Ruby blushed as she contemplated a question she wanted to ask.

"So, uh, Peter?" She asked

"Yeah?"

"Do you…" she paused "…Have a girlfriend back where you're from?"

"No, I used to" Peter said remembering Gwen. He had dated her for about six months before Osborn had killed her. It took him a while to get over her death and an adventure with Doctor Strange. Although he hadn't dated anyone since out of fear of the something happening to someone else.

He shook those thoughts from his head "Why do you ask?"

"No reason!" Ruby said quickly, taking a sip of her freshly filled coffee mug "Just curious"

Unknown to the two, outside the entry way t6o the kitchen hid Yang and Blake, listening in.

Yang peeped at the two.

"Ruby is so adorable!" she said before turning to Blake "We are so setting those two up"

"Shouldn't we just let things be?" Blake asked

Yang snickered "This will be way more fun"

Blake thought about it for a minute before a small smile formed on her face "Okay, but for this to work we'll probably need to bring Weiss in on this"

Yang turned back towards her other two team members and watched them continue to talk.

For know it seemed that it was just normal talk and after a few minutes Yang and Blake snuck back to their room.

 **Later that day.**

Nora shook her head negatively "I say classic pancakes are the best, after all you can't beat the classics"

Peter tapped his chin in thought "I see where your coming from but I think that blueberries improve the overall flavor of the pancakes in and of themselves"

Nora frowned in Peters direction "But Ren doesn't make pancakes with anything extra"

"His pancakes can't be that good" Peter said

"That's just because you've never had them" Nora said "Now what are your views on chocolate chip pancakes?"

"I actually…"

Peter was stopped by the sound of someone clearing their throat. The two teens looked at the person.

Professor Goodwitch looked at the two "While I hate to interrupt your… riveting conversation I must point out that you're supposed to be sparring and you've been talking since you first entered the arena"

Peter sheepishly scratched the back of his head while Nora grinned.

"So should we start?" Peter asked

Glynda looked at the clock before sighing

"No you don't have enough time" she said "I'll just have you two spar next time and hope neither of you open their mouths"

The two walked to their respective teams as Glynda looked at the next names on her list "Would Jaune Arc and Cardin Winchester please come down"

"Cardin?" Peter asked _'Why is he paired up with Jaune?'_

Cardin was slightly above average in their combat class, though not to the level of the members of team RWBY and Pyhrra, Ren and Nora and Peter was confident he could take him pretty easily. But what concerned him was that Jaune was the bottom of the combat class and Cardin was quite frankly a bully who got off on making himself look big. Putting him against Jaune was like asking him to humiliate Jaune.

The fight went as expected with Jaune losing, badly.

Glynda went on to talk about checking the scrolls to see where how their Auras were doing, a new function the school had equipped the previous week before sparring matches began. Then she went on a separate topic.

"Remember everyone! The Vytal festival is only a few months away and it won't be long before students from other the other kingdoms starts arriving so keep practicing! Those who choose to compete in the combat tournament will be representing Vale"

As she said this most of the student looked excited aside from a calm Phyrrah and Peter who had on a blank expression _'What's the Vital Festival?'_

With that the bell rang and everyone went to the scheduled lunch.

"Hey Peter!" Yang yelled at him "Eating in the library again?"

Peter thought over it, he had spent most of his free time at school studying on this world and he thought he had a fair amount of understanding on it now

"I think I'll join you today"

The members of team RWBY and JNPR all took on looks of shock

"Seriously!" Ruby asked

"You never eat lunch with us" Weiss said

Peter shrugged "Things change"

Everyone looked at Peter as he walked past them and towards the cafeteria.

"You know I don't get Peter" Ruby said with a concerned look "He's really nice and all but in conversations he can be so mysterious like he's…"

"Hiding something" Ren said

Weiss turned to him "You've noticed it too?"

"One time I tried asking him where he grew up as me and Nora travelled a lot when we were younger and he did all he could to dodge the question"

"He does that a lot" Jaune said quietly "When it comes to what his life was like before he came to Beacon he either dodges the question or doesn't go into detail"

Ruby looked in the direction Peter had gone "I wonder why he's hiding things from us"

 **Elsewhere**

Steve looked at the person sitting on the floor of a small three room house.

They were sitting there with their knees pulled up to their chest as their eyes went back and forth.

"What's wrong with him? Steve asked

"Dunno" Luke said "Danny has some insane mental shields from his years of meditation to protect his mind so whatever did this was something I definitely don't want to come across"

On the ground was Danny Rand, the Immortal Iron Fist.

He looked more like a homeless man than the hero he was. He wore old clothes with rips and holes that had been shown shut and he now had dirty long hair and a beard.

"Can I talk to him?" Steve asked

Luke nodded his head "You can talk to him just don't expect a clear answer"

Steve walked over and kneeled beside his friend "Danny, do you remember who I am?"

Danny eyes set on Steve's face for a moment before he began to sing "When Captain America throws his mighty shield, all those who oppose his shield must yield…"

He then began to hum the rest of the song.

Steve looked back towards Luke who was intentionally facing the other way, not that he could blame him, and he couldn't imagine having to watch his best friend go through this.

Natasha was sitting in the doorway watching Steve, likely hoping for any useful information the spy could use.

Gulping Steve decided to risk a question that may be difficult and he worried how Danny may react.

"Danny" the man looked at Steve "Do you know how we got here? Do you know where anybody else is or what happened?"

Danny's eyes began darting around even more as he scratched his head "Quicksilver isn't so quick, the Fantastic Four isn't fantastic anymore, the X-men have been Xed out, the shield has been broken"

"Danny, I don't understand" Steve said only to be interrupted by the next sentence

"Thanos has finally embraced the black lady, New York has sunk, the Goblin returns…"

Steve placed his hand on Danny's shoulder

"Danny…"

Suddenly and with lightning quick reflexes Danny grabbed Steve's hand with one of his glowing hands and Steve mind exploded in pain as images filled his thoughts as he saw things that he couldn't understand but could be best described as chaos and destruction. Most of the images he only caught blurry glimpses of that even his superhuman memory couldn't hold onto. But one thing he remembered clearly was seeing a destroyed New York. And when he saw these images it wasn't as though he was just seeing the images but it was also like he was standing there as he could sense everything happening with all of his senses.

It was at this time that Danny let go of his hand and Steve fell back

What had he just seen?

 **Back at Beacon Academy- The Cafeteria**

Nora was regailing everyone at the table with a reoccurring dream with Rin jumping in every now and then.

Phyrrha asked Jaune if he was okay

"Yeah, I'm fine why?"

Ruby looked at her friend awkwardly "Just that you seem a little… not fine"

"I'm fine" Jaune said before putting on a sad fake smile "See"

"That is totally convincing" Peter said sarcastically.

It was at that time that they heard laughing and they saw Cardin and his friends laughing at Velvet, a rabbit Faunus that was in some of their classes and had become well acquainted with the students at the table. Sadly her teammates had a different lunch than her so they weren't around to watch her back.

"Jaune" Phyrrha said "Cardin has been picking on you since the first week of school"

"Cardin?" Jaune said "Nah, he just likes to mess around"

"No" Peter said "He's a bully who likes picking on those he thinks is weaker. Someone should put him in his place"

"I'm with Peter on this, he's a bully" Ruby said

"Name one time he's 'bullied' me" Jaune said

And thus began everyone pitching in different instances of situations between Cardin and Jaune.

"… and I had to jury rig the lock to get you out of that locker" Peter said

Jaunes eyes went between everyone at the table "I didn't land far from the school"

"Well I don't know about you but I think I'm going to go help Velvet out" Peter said standing up

"Don't start a fight" Ruby said "We don't want you getting into trouble"

"Break his legs!" Nora said excitably

"That's a little extreme" Peter said before walking away

When Peter arrived he saw Cardin grab Velvets ear and began pulling on it while his friends laughed on.

It was at this time that a hand grabbed Cardin's arm, applying pressure that caused him to let go.

Infuriated Cardin stood up and turned around "What's your problem?"

He recognized the person in front of him a member of RWBY named Peter Parker. He did well for the most part in class but he kept to himself.

"Not much" he said "I just saw a friend in trouble so I decided to help"

Cardin walked closer to him, aiming to intimaidate "You want to start something?"

Peter calmly looked Cardin in the eye "Do you?"

Cardin sized him up, this Peter guy didn't look too tough he was shorter than Cardin and while he had muscle it was more like a runner or gymnast than Cardin's. Normally Cardin would have been sure that he could take this guy easily, heck he didn't even have a weapon! But what put Cardin off was the look in his eyes. This guy wasn't the least bit intimidated by Cardin and he didn't look scared in the least like he already knew that if the two fought he would win.

Cardin made a snickering sound before turning to sit down "Whatever"

Peter walked over to Velvet and he motioned her to follow him as he led her to the table where teams RWBY and JNPR were sitting. "You okay?"

Velvet smiled as she nodded her head "Yes thank you"

"You know since you don't share lunch with your teammates you could eat with us" Peter said as all of the people at the table agreed with Yang giving double thumbs up.

"Thank you" Velvet said

Back with Cardin he was looking over at the table where Peter and that Faunus girl were at with anger in his eyes. Moving his hand a bit he was surprised that it was a little sore from where the short guy had grabbed him. Looking at his arm his eyes widened in shock.

On his metal gauntlet where Peter's hands had landed was the impression of a hand print where the metal had actually dented a bit from the pressure.

 **In Team RWBY's room that night.**

"So Ruby" Yang said "How are things going with Peter?"

Ruby looked cautiously at her sister "Why Yang, I have no idea what you're talking about"

Yang just grinned playfully at her "Oh, you know that crush you have on h-"

"YANG!" Ruby yelled

"What? Everyone knows" Yang said

"No they don't"

"Well a lot of people do" Blake said flipping a page in her book.

"Yep" Weiss said "It's kinda obvious once somebody pays attention"

Ruby buried her face in her pillow "Oh, no"

"Don't worry little sis" Yang said "I'm sure he likes you back"

Ruby's head came flying up "Really?"

"Yeah you just need to get closer to him tell him stuff about you and get him to tell you stuff about him" Blake said

"That's the hard part" Ruby said "He's nice and friendly but he doesn't talk about what his life was like before he came to Vale. I only found out this morning that he used to have a girlfriend"

"What!" Weiss said, she had never picture the skinny teammate having a girlfriend before "What happened?"

Ruby shrugged "I don't know but he sounded sad. I just wish he would open up some more, we know almost nothing about him not where he grew up, his favorite foods, hobbies, nothing"

Blake thought back to her life before Vale and remembered her time in the White Fang "Maybe his past is painful to him"

Weiss crossed her arms "We're a team he should tell us more about him, even if he doesn't think we'll like it. It's a trust thing"

Yang pondered about ways to learn more about their 5th teammate when an idea came to her "I think I have a way to find out more about him"

This caught everyone else's attention

 _Elsewhere_

Peter sneezed from his position on a side of a building

 _'_ _Why do I have a bad feeling?'_ he thought to himself

 **In Professor Ozpin's Office.**

Ozpin went over the data from today's training from the combat class.

All in all most of the students had performed well but one student stood out from the rest.

Peter Parker.

The way the technology worked was simple, when the student entered the arena it would connect to their scrolls and give them the reading that their scanners got from their Aura's.

However not only did Mr. Parker not use his Aura in the class but the machine didn't detect any Aura at all. Normally Ozpin would chop this up to a computer error and leave it at that as all living beings aside from the creatures of Grimm had Aura's. But given a student who had already peaked his interest Ozpin could only draw one conclusion

"Hello" Ozpin said to a picture on the screen "A pleasure to meet you…"

"…Spiderman" 

**Ta Da!**

 **A chapter is done!**

 **Now I covered some stuff in here and I would like to elaborate on a few things real fast. So first Ozpin has been suspicious of Peter but never had any solid reason to believe him to be a 'Marvel' and now he has it as the people from the Marvel universe do not have Aura's or Semblances. Next Gwen Stacy and Peter did date in this universe but that would have been in his first year as Spiderman and she would have died during that year as well and so the death of Gwen Stacy happened months ago to Peter. Next is about Danny Rand's mumblings, now this doesn't mean all of these characters or groups are dead but that something happened to them if you have a guess let me know.**

 **Now for Reviews!**

 **Sharkzero44: Thanks! Yang doesn't dislike Spiderman but at the same time she isn't going to blindly trust him.**

 **Dandyrr0403: Glad you liked it! I have a few ideas on which characters to add to the story and I hope you all enjoy how things go.**

 **Daughter of Ironman06: Taskmaster may come at some other time but I remember how Spidey once took on the whole FF and the super Skrull has all their power so… any way hope you enjoyed.**

 **Greer123: Glad you liked it and I think Black Widow is cool.**

 **Guest: Some of them will appear and one of them will definitely appear, wonder if you can guess which one? And Magneto will appear as well.**

 **Cornholio4: In this situation I think its understandable. He's on an alien world with no idea how he got there or how to get back and he still needs to eat, glad you liked the chapter!**

 **Javier the Wordsmith: thanks for the complement! Now for the answers to your questions**

 **As you probably noticed Luke Cage and Iron Fist appeared**

 **As for the second one, I'm not sure. I already have the way team RWBY will find out his secret mostly planned out but I may change my mind last minute who knows.**

 **As for a Stan Lee cameo, I've given that some thought and that's a maybe, although if he does appear I probably won't name him but will describe his appearance and maybe throw his catchphrase in there.**

 **Matt: those are interesting ideas that I think could work well in a fic however I kinda already have Peters secret being revealed planned although I may change my mind. As for Black Widow helping Blake? Maybe, we'll have to wait and see.**

 **Cabrera1234: Well, it's not going to be the whole Marvel U but there will be a decent number but not too many as that will be too hard to do and others Marvel characters will be referenced but I don't plan on the list of main marvel characters to get to large. If your wondering how many Marvel characters will play important roles in the story I would say maybe a single Avengers team worth.**

 **MissMeow1968: I plan on revealing how the Marvel heroes and villains got to Remnant at around the end of the Volume 1 storyline or the beginning of the Volume 2 storyline in RWBY so if you want to find out more about who made it and who didn't then you'll find out then I will tell you this though, some X-men did make it.**

 **Kamen Rider: On the Marvelous Shinobi story my mind kind of works like a pin ball in that sometimes a may work on some stories for a while and then go to a different story before going back, I am I would say about half way through for the next chapter for Marvelous Shinobi so when I finish that I'll post it. As for SPIDERxROSE Probablly when the Marvel heroes catch up if you read the latest chapter (I think you did as I think I remember getting a review from you).**

 **Please Review!**

 **Thank you for reading and have a nice day!**


	9. MRWBY Chibi!

**Disclaimer: I do not own Marvel or RWBY.**

 **I just released the newest chapter recently, about a day or two ago I think, and decided to do this for fun.**

 **Marvelous RWBY Chibi!**

The reporter walked up to the four girls of team RWBY

"Hi I am in no way a suspicious reporter who has come to interview you!"

"Why?" Weiss asked

"You're the only team to have 5 members" the reporter said

"Oh, okay that makes sense" Weiss said

 **With Weiss**

"Have you noticed anything strange about you extra teammate?" the reporter asks

At this moment Peter comes down the hallway with his scroll out, Zwei ran by tripping him and his Scroll slid under a bookcase.

"So absolutely nothing strange going on?"

Weiss looked thoughtful for a moment "Not that I've noticed"

Peter walks over to the book case and picks it up, balancing it with enough skill that none of the books fall out as he bends down and picks up his scroll before putting the bookcase down

"Riiiight" the reporter said

 **With Yang**

"Anything strange about him?" Yang asked in thought "Other than my sister liking him I don't think there's anything odd about him"

At this time Zwei ran out of a room with a text book in his mouth. Peter jumped out with a metal bracelet object on and made a handsign as a web line was sent out and he pulled Zwei to him

Yang just continued looking at the reporter as if she hadn't noticed anything going on behind her.

 **With Blake**

"Yes there is something strange about Peter" she said "He seems to love books, but have no knowledge on any books I have. It's weird"

The reporter just sent her a blank stare.

Behind where Blake was sitting Peter came down the hall bouncing a ball.

For a moment he lost hold of it and it bounced too high and became stuck in nook near the top of the ceiling. Calmly Peter simply walked up the wall and bent down and retrieved the ball before walking down.

"…" the Reporter continued to look at Blake

"What?" she asked confused

"Nothing…"

 **With Ruby**

"Something Strange about Peter" Ruby said in thought before a lightbulb appeared above her head

"I know! When eating ginger bread men he always starts with the heads!" she said excitably

"Not what I meant…"

Peter came running down the hall before diving into a broom closet. Soon Chibi Spiderman exited before jumping out a conveniently placed window.

The reporter just stared on "…"

 **Later, outside**

The reporter stood in front of all the members of team RWBY.

"Thank you for your…" he paused "Interview, but I must be going now if you do notice anything strange-"

A flaming circle appeared in the air and a Non-Chibified Doctor Strange walked out, much to the shock and awe of the Chibi's present.

Doctor Strange regarded the Chibi team RWBY for a moment

"I should have taken the right at the Interdimensional turn off" he said "I'm in the wrong dimension"

With that he turned around and vanished back into the portal

"Well that was…" Weiss began

"Strange" Yang said

"I'll say!" the Reporter said as he turns to the reader, removing a fedora, revealing the face of Chibi Deadpool.

"Until next time folks!"

 **Ta Da!**

 **I decided to do a RWBY Chibi chapter combined with Marvelous RWBY. What do you think?**

 **I may do some more of these every once in a while.**

 **Also, I figured out who could finally beat One Punch Man! (I don't read the manga or watch the anime but have heard of him)**

 **Can you guess who?**

 **The Looney Toons Universe! No matter how hard he punches Wile E Coyote he would never die and I doubt he could outsmart Bugs Bunny.**

 **Anyways back on topic, I'll try to have the next chapter out sometime by the end of this week if I can.**

 **Now onto reviews!**

 **Sharkzero44: Glad you liked the chapter!**

 **1968: Well Cinder hasn't popped up yet but it'll be interesting when her and Peter first meet.**

 **Dandyrr0403: he'll be hesitant to get to close to people in general but team RWBY and JNPR won't allow him to keep his distance. I'll go ahead and say that Thanos did not send the Marvel characters to Remnant as he likely would have killed them instead of erasing their memories and sending them there and if you'll remember from Peter and Tony's talk in an earlier chapter that level of power is even beyond Thanos's level, although Thanos does play a role in the event. I decided that Ozpin is smart so he would likely figure out Peter's identity eventually.**

 **Cornholio4: You may see Cardin and Peter interact more.**

 **Javier the Wordsmith: Thanks, hope you like it when it is finally revealed!**

 **Guest 1: the versions of the Marvel characters I'm using are a blend of the Main Marvel, Ultimate and MCU versions and in the comics the Green Goblin killed Gwen by throwing her off a bridge and Spiderman shot a web line but her fall combined with the web line stopping her snapped her neck. Some people will be against the marvels and some will be supportive, however most will be just curious.**

 **Guest 2: hmmm, I have to say that the idea of mentors is interesting but I don't know if Black Widow and Ruby are a good fit as they just contrast so much, Widow may work better as a mentor for Blake who is stealthy like Widow and Ruby could train under Tony Stark because of the whole weapons thing. Still I guess I won't decide for sure until the time comes.**

 **Please Review!**

 **Thank you for reading and have a nice day!**


	10. Chapter 10

**Disclaimer: I do not own Marvel or RWBY, they belong to their respective owners.**

 **Chapter 8**

Peter watched as their current teacher Doctor Oobleck sped from one side of the room to the other.

 _'_ _Either this guy is related to Quicksilver or that is some magic coffee he is drinking'_ Peter thought to himself.

In one corner of the room Peter could see Jaune sleeping, again.

He paid close attention to the instructor as he talked about the Faunus rights movement and discrimination that existed against them.

He saw two of the other students, Velvet one of them raise their hands when Doctor Ooblek asked if any of them had been discriminated against for being Faunus.

Then the topic changed to Fort Castle. One of the dumbest names Peter could thing of for a place to be named but he supposed it was named after some bigshot who's family name just happened to be 'Castle'.

"… And who can tell me the advantage the Faunus had over General Lagune's forces?" Oobleck asked

Peter narrowed his eyes as he saw Cardin flick a paper folded triangularly at the back of Jaunes head causing him to wake up suddenly "Hey!"

In a split second Oobleck was in Jaunes face "Mr. Arc, Excellent! Finally contributing to the class are we?"

He leaned in closer "What is the answer"

Jaune took on a face that clearly stated he didn't know the answer.

If Peter had been telepathic _and_ knew the answer then he may have told Jaune or beamed it in his head or whatever it was Professor X did.

Sadly with him not being from this world he didn't know it's history nor the answer.

Peter couldn't help but watch as Jaune struggled to come up with an answer as he looked at Pyrrha who was making gestures.

Finally Jaune yelled out "Binoculars!"

Some students groaned, most laughed, Pyrrha face palmed and Oobleck sipped on his coffee.

Hearing Cardin's laughter Ooblek asked him what his thoughts were

"Its easier to train a animal than a soldier" was his response.

With a remark like that Peter knew Cardin was lucky that he and the Hulk hadn't traded powers.

"Your not the most open minded of people, are you Cardin?" Pyrrha asked

"What? You got a problem?"

"No I have an answer" she said "Their vision. Many Faunus are known for having excellent vision in the dark"

Blake spoke up next "General Legune was inexperienced and made the mistake of trying to attack the Faunus in their sleep. His massive army was outmatched and the General was captured"

 _'_ _How would someone make the rank of General and make a mistake like that against their enemies?'_ Peter thought. He had worked beside some of the greatest strategists of his world like Captain America, Nick Fury and Daredevil and one thing he learned was that you never left anything to chance if possible.

Blake wasn't done yet "Perhaps if he had paid more attention in class he wouldn't be remembered as such a failure"

"Burn" Peter said as Cardin make a growling sound looking between Blake and Peter.

He stood up and Oobleck quickly told him to sit down. He then proceeded to tell Cardin and Jaune to see him after class.

Cardin mumbled under his breath "Don't see why we have to learn this dumb history stuff anyways"

Doctor Oobleck stood up as if electrified with someone questioning his favorite subject. In a split second he was looking Cardin in the eye.

"Why? Why you ask?" he said before blurring to the center of the room "History is made and repeats itself all the time by learning about past events or events that are happening for the first time we can better predict the future"

"Take the Marvels for example" he said causing Peter to sit straight and listen "The first reported sighting was right here in Vale about the famous Spiderman who appears to posses the abilities of a Spider however he does not appear to utilize a Semblance and there is doubt he is even a Faunus at all although that theory is still up for debate most doubt he is a Faunus. After this any sightings were treated as just urban legends or some such until the being known as the 'Hulk', who posses unimaginable strength, was caught on live television for the world to see"

Oobleck darted to another side of the room and Peter could see the interest and thoughtful looks on the students faces. Being around these students all the time Peter knew that the 'Marvels' were of a large interest to those present.

"Where did they come from? What are they doing here? How will this affect the world we live in? These are all questions on everyone's minds and however this turns out just remember that you are living in a time that I am certain will be remembered as one of the most significant times in the history of Remnant" Ooblek sipped his coffee again "Thoughts?"

"I don't see why we don't just lock all those freaks up" Cardin said

"Hey Cardin" Yang said "from their perspective maybe you're the freak who should be locked up"

"I second the motion" Weiss said.

"Leave the funnies to the rest of us princess" Peter said

"Well Spiderman saved my little cousin from that burning building so he has to be good right?" Velvet said, unknown to most of the students that was what got her wanting to take his picture in the first place.

"I don't think he's as 'noble' as you think" Cardin said trying to sink her ship "He's probably in it for the fame and fortune"

"But he doesn't get paid like a Huntsman" Ruby said "And nobody knows who he is so he's not really famous"

Cardin sneered at Ruby for poking holes in what he had said, he was about to bite back at her a string out his usual insults when he got a glimpse of Peter who was sending him a look that basically told him to be careful what he said next. Remembering what Peter had done to his gauntlet he decided to keep his peace "Whatever"

Today class had gone longer than usual because 1 it was the last class of the day and 2 the conversation had gone on forever and Oobleck had seen no reason to stop it.

"Finally I thought we'd never get out of there" Peter said

Ruby turned to him "Come on that was fun talking about Marvels!"

"For you maybe" Peter said and it was true, he knew more about the 'Marvels' than anyone else in this school for obvious reasons.

As they passed the hallway that led to the library Peter stopped

"I have to return a book so I'll see you all later"

"Bye" Ruby said

"Fine" Weiss responded

"Later" Yang said

"Bye" Blake said

As Peter walked into the library it was a short walk for him to get to the book drop. As he dropped the book on dust he was reading back into it he heard a voice behind him.

"Fascinating, aren't they?"

Peter turned and saw a familiar face "Professor Ozpin?"

Ozpin held up a book he had been reading.

Peter only had to glance at the cover to realize that the book was on spiders

"They are fascinating creatures" Ozpin said "After learning something new recently I decided to read up on them again"

He looked Peter in the eye with a calm and somewhat amused expression on his face "What do you think of spiders Mr. Parker?"

Suddenly Peter felt very awkward

 _'_ _There's no way he could know'_ Peter told himself

"Their fine I suppose"

His answer seemed to satisfy Ozpin who nodded.

He then paused and looked away out a nearby window "All this talk of spiders would make one think of a certain hero running around dressed as one"

Peter shifted his feet awkwardly

"I can't help but worry about someone who is obviously young out there working alone" Ozpin looked over his shoulder at Peter "I do hope he gains some allies and that if he already has some he lets them in on his secrets after all trust is a valuable thing."

Ozpin then turned and walked towards the door "You should begin to head to the dorms Mr. Parker"

After he had gone Peter just stood there for a while before heading to his room and entering, quickly changing into his costume and leaving to clear his mind.

Yang had gone to return something to Nora had seen Peter enter his room and to put her plan into affect she went to his door and knocked "Hey, Peter its Yang!"

There was no answer so Yang used her scroll to unlock his door and enter.

Yang was shocked to see that her teammate was not in his room and the bathroom door was wide open with the lights out. She had his room in her line of sight the whole time and had never seen him leave.

Then she smiled to herself, this was originally going to be her plan B but…

Silently and quickly she went back to her room to get the rest of her teammates.

 **With Peter**

"My life is weird" he says as he looks up at the sky

He begins walking back and forth as he thinks to himself "First I wake up here in a new world with no memory of how I got here, then I meet Cap who is also here then the Hulk shows up and finally I get a call from Tony Stark of all people who basically says that we'll never be going home and that he would find me and that was weeks ago! What could be next!?"

"I would be careful asking that Spiderman" a voice behind him said "You may just find something worse"

Peter turned around quickly before jumping back startled "YOU!"

He and the man looked at each other for a moment

"…"

"…"

"I'm sorry but do I know you?" Peter asked

"Not really" the man said with a smile

"Okay then…" backing away Peter said "Farewell for now citizen"

The man watched the teen swing away as he shook his head

 **Back at Beacon Academy**

"Um, are you sure we should be doing this?" Ruby asked as she sat on one of the beds in Peter's room.

"Its fine" Yang said "We're his teammates we're allowed to dig through his things"

After saying this she got a disappointed look as she opened yet another empty draw.

"Empty again!" Yang said she had decided to dig through his cabinet and had only found a few outfits and his school uniform

"Did you find anything?" she asked her other teammates

They shook their heads

"Doesn't he own anything?" Weiss asked "He has nothing except some clothes and his textbooks"

"Maybe he's poor?" Blake said

"He'd still have pictures or something" Ruby said

"It's like he arrived to Vale with nothing but the clothes on his back" Weiss said, tapping her chin in thought.

Ruby gasped "You don't think he ran away from home do you!"

"No" Yang said "He still would have brought something with him and look" she said as she motioned at the room "He has nothing"

With this Yang jumped up startling everyone present "That just means we'll have to step my plan up even farther!"

Ruby looked at her sister "Um, are you sure about this Yang?"

"Of course" Yang said "What could go wrong?"

"Ummm…" Ruby said looking unsure

"Well we can't wait here forever on him" Weiss said

"It would be strange if he found us all nosing through his things" Blake said

"So let's come back later" Yang said walking out followed by the rest of the team

 **Elsewhere**

Steve walked down a road with Natasha at his side.

She had agreed to accompany him to Atlas in order to retrieve his shield.

Luke apologized but said he couldn't leave Danny who was in no condition to fight.

Steve understood, if he were in Luke's shoes he may very well have done the same thing.

"Steve" Natasha asked, gaining the man's attention "Normally I don't question your decisions but how are you planning on getting to Atlas?"

"Walking" was his reply

"That could take weeks or months" Natasha said

"True but it's the only option we have unless you have a better idea?" Steve asked

Then a new voice joined in "I might"

They both turned and saw Doctor Strange walking through a portal

"Doctor Strange?" Natasha asked

"And I brought friends" waving his hand the portal moved back a few feet revealing a familiar face.

"Tony?" Steve said as he walked forward to meet his friend who had just walked out of the portal. He was dressed in civilian clothes but Steve knew he had some kind of gadget or armor on him.

He then turned and looked at the rest who came out of the portal "T'challa? Star Lord? Gamora?" he said in confusion

"Yeah we're here to help you get your shield back" Tony said

"After all what's Captain America without his mighty shield?" Peter Quill asked

"I can use a sling ring to get us to just outside Atlas and from there we can plan our next move" Doctor Strange said

Steve smiled; it looked like things were finally looking up.

 **Back at Beacon**

Peter climbed back in his room and changed out of his suite before exiting to temporarily like he did every night.

Only this time he wasn't alone.

Suddenly to hands grabbed him and began pulling and it took him a moment to realize that his Spider Sense hadn't gone off and that the person pulling him along was actually Yang herself.

"Sorry, but where are you taking me?" he asked

"Team bonding!" Was her reply

Peter saw Blake watching from the door and as they dragged him in they saw Blake watching the hallway as she slowly closed the door.

Yang tossed Peter into the room where he stopped right in front of Ruby

"Hi Peter"

"Hi Ruby" Peter said "now will one of you tell me what is going on?"

"Simple" Weiss said "Team bonding

"Because we're a team" Blake said

"I know all of that but what team bonding requires you to kidnap me from outside my room in the middle of the night!?" he asked

"Truth or Dare!" Yang said

"Huh?" Peter said

 **Okay I'm stopping the chapter there for now**

 **So what did you think?**

 **With most of the episodes this covers being focused on JNPR it gives me some freedom to deviate from the story as Peter won't have much of an impact on Jaune.**

 **I'm going to do something different with this chapter reviews answers where I mainly answer questions but it'll probably go back to being normal next time.**

 **So Reviews!**

 **Cprnholio4: Yes I do plan on doing more Chibi chapters here and there and I did read your story and for improvements I think it would be good if you made the chapter more and maybe had a oneshot that went along with it that showed them arriving to beacon and first meeting the main cast of RWBY. As for Zwei lifting Thor's hammer, funny.**

 **Kamen Rider: I'm using a combination of the current 616 Doctor Strange and MCU Doctor Strange. As for if House of M and AVX, they haven't happened to these versions yet, in SPIDERxROSE I think I would have it to where House of M happened and maybe have it mentioned in a future chapter. As for Phyrrha vs Magneto, that mey be a bit of a ways off but I'm not ruling it out yet. As for Iron Man's armor, he'll have an armor from the comics and you'll see it in an upcoming chapter. As for Blue Marvel, Hyperion or Spectrum, I don't know as I want to keep heroes who are too OP from being involved, but maybe I haven't completely decided yet and am more on the fence and am hesitant to use characters that would be really OP in comparison to even some of the strongest in Remnant.**

 **As for the My Hero Academia and Marvel crossover? I actually came up with an idea for how to start that after you put it up and I may do it after I finish SPIDERxROSE.**

 **Guest: Surprise! The Black Panther is here!**

 **Please Review!**

 **Thank you for reading and have a nice day!**


	11. Chapter 11

**Disclaimer: I do not own RWBY or Marvel.**

 **Sorry for being gone so long everyone but I took a summer class and it's kept me busy! Anyways here's the next chapter!**

 **Chapter 9**

"Huh?" Peter said, both shocked and confused.

"Truth or Dare!" Yang said "It'll be fun"

Peter looked uneasy "Can I opt out?"

"Nope" Ruby said

Peter just looked at Ruby for a moment causing her to look uncomfortable "What?"

"That has to be the most adorable 'nope' in the entire history of nope's" he said and for some reason Ruby couldn't explain she blushed slightly.

Behind Peter, Yang and Blake high fived.

"So I suppose I will start" Weiss asked "Blake: truth or dare?"

"Dare" Blake said

"I want you to go to the garden and pick one of their flowers"

"Lame!" Yang said

"seconded" was Peters reply

Weiss 'hmphed' in frustration "Well I've never done this before!"

"Neither have I" Peter said

"Here you go" Blake said, handing Weiss a flower

"When did you leave?" Peter asked

"While you were talking" Blake said

"Wow" Ruby said, looking at her teammate in amazement "You really are a ninja"

Blake sent her a thumbs up.

Blake then turned to Yang "Truth or Dare?"

"Dare!" Yang said confidently

"I dare you to go down to the kitchen and steal Ren's pancake mix"

Yang made a face "Nora will kill me"

"Does that mean your not going to do it?" Peter asked

"No" Yang said "Just stating what will happen to me if Nora finds out who did it"

After completing her task and coming back Yang turned to Peter "Okay Parker, Truth or Dare?"

Peter weighed heavily, on one hand if he answered 'Truth' then he may be asked a question he doesn't want to answer. If Dare he may be asked to do something that may cause him to accidentally let his teammates catch a glimpse of his true abilities.

"Truth" Peter said after deciding that as long as they didn't ask him questions about Spiderman then he should be fine

"Where are you from?" Yang asked

Peter thought of what to say for a moment "New York"

For the next two hours they asked questions back and forth for a while where Peter 'Truth' answers are what caught everyone's attention.

He had said that he was from New York

He had no siblings

One of his best friend's back home was apparently a blind huntsman or someone he called 'Matchstick'

They had tried to phrase the questions in a manner that he wouldn't get suspicious that they were fishing for answers

Finally, it was Ruby's turn to ask Peter a Question

"Okay Peter, Truth or Dare!"

"Truth" Peter said

"What are your parents like?" Ruby asked, curious as to the environment he had grown up in

"I, uh, I don't know too much about that" Seeing the momentary looks of confusion he elaborated "My parents arent't… around anymore"

The other 4 teens in the room went silent

"It's not all bad!" Peter said in an attempt to get rid of the depressing atmosphere that was forming

"I was raised by my Uncle Ben and Aunt May. My Uncle died a few years ago but my Aunts still in New York" he said

Before anyone could say anything there was a knock on the door.

"Hold on a second" Ruby said as she got up to answer the door

"Professor Ozpin! What are you doing here?" she asked

"Well I happened to see the lights on and it is awfully late so I recommend you all go to bed" the older man said calmly

Ruby chuckled nervously "Yes, sir"

Ozpin looked back into the room where Peter was "Mr. Parker, I'll walk back to your room with you. There is something I wish to talk to you about"

"Uh, sure thing Professor" Peter said as he got up.

As the two began walking down the hall Ozpin began to speak

"I understand what you and your friends were doing tonight" he said "Team bonding is important"

"Yeah" Peter said, feeling a bit uneasy

"However" Ozpin began "It will do little good if any member of a team refuses to be open and trust his teammates"

Peter remained quiet, knowing how this applied to him and again wondering exactly what the older man knew.

As they arrived at the door Ozpin paused for a moment

Peter, deciding to be polite said "Goodnight Professor"

"Peter" Ozpin said gaining the young hero's attention again "If there is any advice I could give to you and your team members then it would be this, trust your teammates, if they do not know who you are and what motivates you then you will be unable to work properly as a team. I have seen secrets that have been discovered, that since they were kept from their team members, it tore them apart"

Peter's eyes looked to the ground "I think I get what you're saying"

Ozpin smiled "Yes, I wouldn't be much of an instructor if I couldn't get my students to understand the lessons"

"Goodnight Mr. Parker" Ozpin said as he turned around and left

Peter was silent, he still didn't know if Ozpin knew his secret, but he was sure that it wasn't hard to figure out that he had secrets.

One thing was sure, Ozpin had given him something to think about.

 **Girls room.**

"Too bad it got cut short" Ruby said

"I'm just happy that we didn't get in trouble for being up so late" Weiss said, dreading the idea of getting any kind of punishment

"Nah" Yang said "Professor Ozpin's cool"

"Punishing us for something like that doesn't seem to be his character" Blake said "Besides, we did find out more information on Peter"

Weiss huffed "I still don't see why we don't just ask him"

"Because he doesn't talk about himself and we don't want to push him away" Ruby said

"Yeah!" Yang said "And we found out some things about him"

"He was raised by his aunt and uncle" Ruby said

"In somewhere called New York" Blake said "We can look for it on some maps later"

"His first crush was some girl named Liz Allen" Weiss said

"He had a girlfriend" Ruby said

"Emphasis on _had_ little sis" Yang said "That means he's all yours!"

"Huh!?" Ruby said going red in the face

"C'mon" Yang said "You want to learn more about him and have him trust you more, what better way to do that than to get _closer_ to him?"

"Closer!?" Ruby said going redder in the face

Yang nodded her head "Date him!"

At this point it didn't take much to imagine steam coming off of Ruby's face.

Yang grinned triumphantly.

Blake watched, entertained.

Weiss pretended not to pay attention but couldn't help but smile at the antics of her team.

 **The Next Day.**

The girls and Peter walked out of their class with Professor Port. Peter, Ruby and Weiss actually didn't have a class at this time in the day so while Yang pouted about having to attend class, and Blake just walking ahead it left the three alone.

Peter walked in the front with Ruby and Weiss behind him.

Weiss nodded her head towards Peter with Ruby shaking her head negatively before Weiss gave her the 'Look'.

"So…" Ruby said taking a step to walk beside Peter, before pausing seeing the serious look on his face. "Is something wrong?"

Peter looked at her for a moment before answering "Did you think Jaune was acting weird today?"

"Yeah" Ruby said "But it's Jaune. He's always a bit weird"

"But this was different" Peter said "He kept quiet and kept glancing at Cardin like he was afraid of something and don't even get me started on how Phyrrah has been giving him the cold shoulder today"

Ruby hummed in thought "So do you think something's going on?"

"I'm positive" Peter said "But there's nothing we can currently do"

"If" Weiss started from where she was standing behind them "We tried to intervene without knowing anything about the situation we may make things worse"

Peter nodded in agreement.

At that moment Ruby's scroll buzzed. She checked it before groaning aloud. "Yang wants me to get her take out from that new restaurant she likes"

"Can't she just eat normal cafeteria food today just like everyday?" Weiss asked

"She apparently already sent in the order and paid for it" Ruby sighed "I don't have time for this I need to put the finishing touches on my project"

"I'll do it" Peter said

Stars shined in Ruby's eyes "Really?"

"Yeah" Peter said "I don't mind"

A minute later he was in the airship that led down to Vale as he looked at the address Ruby had given him. Yang had found this place on it's opening day and they had apparently started doing takeout.

Peter sighed. In reality he was still thinking about what Ozpin had said about how he should trust his team with his secrets.

But even if he did decide to tell them his secret, how would he do it? He can't just walk up to his teammates and go 'Hey is there any homework due tomorrow, oh, and by the way I'm Spiderman'.

Yeah, like that would work.

He was so distracted by these thoughts that he barely noticed the airship dock.

He checked the time on his scroll and saw he had almost a whole hour to get Yangs food and be back before the Airship went back to Beacon and if that happened it would be another hour before he got another ride.

Of course he could always wall crawl to Beacon but to use the schools airship he needed to register his scroll and he didn't want anyone to get curious about how he got back to Beacon academy.

As he walked to the street he saw the restaurant and his jaw almost his the floor.

He had seen this architecture style only once before when he had teamed up with Iron Man who had pictures up on one of his computers.

He shrugged off the odd feeling as he didn't actually think Thor would open up a restaurant.

Walking inside he walked up to the front table "Hi I'm here to pick up an order for Yang Xio Long?"

"One moment please"

As the attendant typed something on the computer a side door opened up.

"Quick, tell me how I look" the voice said

"Great sir, you'll knock them off their feet tonight" the attendant said

Peter's shocked eyes met the eye's of the newcomer who's eyes also widened

"Oh no" he said

"Loki?" Peter said

Loki stepped forward "One moment please"

He pulled Peter to the side "Okay Spider boy what are you doing here?"

"Spiderman! I'm picking up food for my friend" Peter said "What are you doing here!"

"I own this place!" Loki said as if he was proud of something

Peter just stared at him

"What?" Loki asked

"Whats the plan?"

"Plan?"

"You know" Peter said "Your evil scheme to take over the world or something"

"Currently I don't have one" Loki said

Peter looked at him in disbelief

"Look" Loki said "Why have I always done anything evil?"

Peter shot him a questioning look, asking him where he was going with this

"Reason 1. To beat my perfect brother Thor, Reason 2. Get even with Odin and 3. Take over Asgard to prove them wrong about me and make them all regret how they've treated me!"

"So?" Peter asked

"So I have no idea where Thor is, I would sense Odin if he was in this dimension so I know he's not here and I cannot access the Bifrost so Asgard is beyond my reach." Loki said "In other words I have no reason to do anything evil at this moment"

Peter thought on this for a moment, but his Spider sense wasn't going off.

"I'll give you the benefit of a doubt for now" Peter asked "But one last question, how did you know who I was"

Loki rolled his eyes "Please that's easy. I use magic so if I want to know the identities of your worlds heroes a little mask isn't going to stop me"

"This is so weird" Peter said

"Agreed" Loki said

"Sir your orders here!" the attendant told Peter

 **Back at Beacon**

"Why did they have to surprise us with this sudden appointment" Ruby asked Weiss

"How should I know!?" the heiress said

"Because your smart?" Ruby asked in a confused voice

"That was a rhetorical question!"

The door to the schools new guidance counselor opened up as Pyrrha walked out. Not long after Peter left an announcement came over saying that all students had to meet the new guidance Counselor.

"Now" the new Counselor said "the Doctor will see you now"

Weiss hmphed in annoyance "What was your name again doctor…?"

The older man smiled "Doctor Faustus"

 **Ta DA!**

 **Sorry it took so long to do this but things have been crazy for a while and, y'know, life happens.**

 **I shortened the truth and dare bit because a whole game would take to long to write.**

 **Anyway I plan on next chapter showing Team Cap begin their infiltration of Atlas to retrieve his shield and we'll see some new faces enter Vale as a new threat emerges to face our favorite heroes and Beacon students.**

 **For those of you who don't know Doctor Faustus is a Captain America villain who once tried to start a race war and is one of Captain America's most dangerous enemies. What makes him dangerous is his skills as a Psychologist. He is referred to as 'The Master of Men's Minds' his skill with Psychology is so good that he can talk virtually anyone into doing anything and is a master of Brainwashing. He is one guy who doesn't appear dangerous but is incredibly deadly. Even Sharon Carter, a high level SHIELD agent who you think would have defenses against brainwashing was brainwashed by Doctor Faustus.**

 **Loki is here as well, this version will be based off of the MCU version so he may or may not be evil.**

 **Dandyrr0403: Glad you liked the previous chapter, hope this one was good.**

 **Missmeow1968: Glad you've liked the chapter. I can't remember if there's been a Stan Lee cameo yet I'll have to reread my story and see, but if not I may add him soon.**

 **Daughter of Ironman06: Oh, but things about to get interesting real soon…**

 **DA DA DA!**

 **But things will be changing in the next few chapters as our heroes will be facing a serious threat.**

 **Cornholio4: You would be right.**

 **Javier the Wordsmith: Glad you liked it!**

 **Guest: Perhaps, I'm not sure, interesting idea though.**

 **Matt: You may see in the next few chapters, but he made his first appearance in the MCU.**

 **Guest: interesting ideas for the mentor thing and I'll consider them, but quick correction on something Tony is actually skilled in hand to hand combat as in the comics he took training from Captain America but he tends not to use it in armor but save it for armorless situations but I may add Black Widow to teach Ruby as well.**

 **Awesomerebel55: I had him go with truth because I thought realistically that made sense, I explained his reasons in the story if you're interested.**

 **Guest: Not a big Sentry fan but maybe? I'm not sure, if he shows up he may not be as powerful as he was in 616.**

 **Kamen rider: I have some ideas on Thor but nothing is concrete yet. I'm not even sure if I'll have him make an appearance in volume 1. He may be mentioned or have a cameo but I have a plan where he plays a more major role but that won't be for a while. I think I'll only have one hulk (May add Red Hulk though) I'm not a huge fan of the Inhumans but a few may show up, but I do like Karnak. As for Spiderman 2099, I'm not sure, maybe. As for the other Spiderman costumes, yes you will see different ones but not immediately.**

 **Greer123: If all goes according to plan you'll see the first bit of that next chapter.**

 **Epantoja521: The other Guardians are around Remnant somewhere, Gamora and Peter Quill just happened to be found by Strange and Stark. I'm hesitant to add characters that are OP to the story. As for Ultron, due to him being just a head (Literally) it will take him a while to repair himself so you probably won't see him until parts of the RWBY volume 2 storyline, but it will be a fight.**

 **As for the bit about Magneto, I think he would look at Pre-Adam White Fang (Before he killed the previous leader) and Support it. However, Magneto also has a line he doesn't cross, for example he thinks Mutants should be in charge but doesn't like the idea of killing humans unless they seriously harm a Mutant. What Adam wants to do to humans would likely remind him of what the Nazi did to him and his family in WWII. As for Peter's Aura, Aura's are unique to Remnant so the Marvel characters wouldn't have them, but if someone from the MU and Remnant had a child then the child could have Aura. It would kinda be like someone from another universe going to the Narutoverse and magically being able to use Chakra. But don't worry his Superhuman abilities help him to stay a step ahead.**

 **Starseedchild: I don't want to give too much away but it is a character who originally appeared in the MCU.**

 **95thegamer59: Glad you like the story, here's an update.**

 **Please review and thank you for reading!**

 **Have a nice day!**


	12. Chapter Chibi!

**Disclaimer: I do not own Marvel or RWBY.**

 **Marvelous RWBY Chibi 2**

Ruby stumbled as she grabbed onto Peter "I don't wanna go, I don't wanna go"

Peter hugged her back "It's okay Ruby"

Tears came to Ruby's eyes "I don't wanna go, I'm sorry Peter"

Suddenly the door burst open and in walked an angry Glynda "Okay miss Rose, you've skipped enough of your detention"

With that Glynda pointed her wand out and used her telekinesis to pick Ruby up in the air and take her with her.

"I've never seen anyone hate detention that much" Blake said.

 **Marvelous RWBY Chibi 3**

"Mwuahahahaha!" Roman Torchwick laughed "With this new weapon I will finally rid myself of that annoying insect!"

Neo held up a sign saying 'Yay!'

 **Later**

Spiderman was swinging through the city when he stopped, sticking to the side of the building "…Uhhh?"

In front of him was a human sized bug zapper.

"Whoever owns that must have a serious Bug problem" he said before swinging off

Roman came from around the corner before walking towards the bug zapper

"Drat! What went wrong?" he asked

Neo pointed to a sign at the bottom of the light

"…Not affected towards arachnids" Roman sighed

"Back to the drawing board" he said as he leaned onto the bug zapper

ZZZZZZZZZZZZT!

 **Hope you enjoyed this chapter of Chibi fun!**

 **Please Review, thank you for reading and have a nice day!**


	13. interlude

**Disclaimer: I do not own Marvel or RWBY**

 **This will be more like an in between chapter taking place between chapters 9 and 10 so it will be a little shorter.**

 **Chapter 9.5**

 **Outside Atlas**

Steve, Tony, and T'challa looked down at the military facility from the cliff they were on.

The terrain Atlas was located in was a frozen wasteland without any vegetation on it.

On their way here they had seen Grimm who had frozen solid before their bodies faded a way leaving an icy shell outlining their bodies. Luckily the three Avengers had protection. Steve Rogers uniform had vibranium mixes into it and the constant vibrations created enough heat for him to find the cold bearable, Panthers suit had the ability to keep him comfortably warm and Tony's clothes had nanobots that did the same along with a few other functions.

"Their military force seems most efficient" Panther noted. "There also appears to be a school here, possibly similar to the one you mentioned in Vale, Captain"

"Agreed" Steve said "Getting in won't be easy"

"You know" Tony said "I wish I had a pair of binoculars, because being the only one without enhanced vision makes me feel left out"

"You could always activate your armor" Panther said

"Don't tempt me" Tony said before turning to his other friend "By the way Steve, if you want to get your shield back so bad why don't you let me in my armor march down there and take it?"

"Because I merely want to retrieve it Tony, not start a war" it was then that something caught Steve's eye and he smiled.

"I think I've figured out how we're going to get in"

"Oh this is going to be good" Tony said with a grin

 **Vale docks**

A lone figure moved unseen out of the ships cargo bay running into the shadows before making his way to the rooftop.

His boots were a pair made especially for members of the Soviet Navy Special Forces. His pants had multiple pockets and he had on a belt, all of which held knives, guns, EMP grenades, bolas, wire, and various poisons. The top half of his body was clothed in a military style vest with a blue undershirt that hid an experimental swiss body armor underneath, all in all his gear and clothes looked like a miss match of American WWII and Soviet Cold War weaponry and clothing.

Unsurprising considering who it belonged to.

His metal arm would give him away to most people.

Bucky Barnes, War Hero of the Allied Forces, Soviet Assassin and Avenger.

And he was hunting.

Who? Simple a mad man and old enemy of his named Doctor Faustus.

He had discovered that the high council of Hydra had arrived on this world but they had gone their way and he could only choose one of them to go after. He choose Faustus because of his ability to make an army of people in a relatively short time, it also helped that the man was a coward who once beaten would sell out his allies without a second thought.

He also knew Faustus's target, after all it was the only thing in this town that would allow him the army he desired.

He paused and looked at his target

Beacon Academy

 **At Beacon**

Peter crawled through the window as he changed out of his suit and into his civilian clothes.

Entering the hallway he saw a familiar outline.

"Hey Yang" the girl didn't react

Peter felt something was wrong "Yang?"

"What is the Code Word!?" Yang asked in a demanding voice

"Codeword? Did I get left out of something?"

Yang's gauntlets made a clicking sound as she readied them for battle

"Yang this isn't funny"

The blond girl ran forward and jumped towards Peter with a fist pulled back ready to punch "Hail Hydra"

There was just one thing that came to Peters mind

"Uh Oh"

 **And That's that a bit of a sneak peek at the next chapter.**

 **Winter Soldier appears and a brainwashed Yang attacks Peter.**

 **Not all of Beacon will have fallen victim to the brainwashing so Peter will have some help but they will have to fight most of the students and staff.**

 **The High Council of Hydra are the people who run Hydra and their members are on Remnant!**

 **The members include:**

 **Zola**

 **Zemo**

 **Madam Hydra**

 **Faustus**

 **Hive**

 **Kraken (Hydra's Super Soldier)**

 **Viper.**

 **Now for Reviews!**

 **I'll answer reviews next chapter but I hope you all enjoy this one!**

 **Please review!**

 **Thank you for reading and have a nice day!**


	14. Chapter 14

**Disclaimer: I do not own Marvel or RWBY.**

 **Chapter 10**

 **Battle for Beacon Part 1**

"Hail Hydra!"

"Uh oh!" Peter said as he rolled to the side, dodging Yang's punch.

Standing up Peter immediately began bobbing and weaving away from Yang's punches.

"If this is about the time I ate your lunch, I already said I was sorry"

"Hail Hydra!"

"You realize your starting to sound like a broken record, right?"

A growl was all he was able to gain from the older girl.

"Ok that confirms it" Peter said "Yang would never miss a chance to quip or make puns"

Peter jumped backwards with his feet landing on the wall, sticking to it

"Well…" he said "That and the dilated pupils and whole 'hail hydra' thing gave it away too"

Peter quickly leapt across the hall to the other wall as Yangs fist destroyed the wall he had been on.

Moving with superhuman speed and habit, Peter slipped his web shooters on and dropped onto the floor.

Grabbing one of the red drapes peter began wielding it like a bull fighter

"Toro, Toro!" Peter said

This gained the desired affect as yang was engulfed in a fiery aura and glowing red eyes before running forward with a yell.

Peter through the curtains in her face as he leapt over her and combining his superhuman speed and agility he had Yang wrapped up.

He knew that wouldn't stop Yang but it would slow her down.

It was then that his Spider sense went of forcing him to duck as a shield went flying over his head before returning to its owner.

He turned and saw Phyrrah, Ren and Nora alongside some of the other students that lived on the same floor as them.

Peter knew what he had to do as he raised a finger and pointed behind them

"IS THAT ELVIS!"

The mesmerized student turned as one to look behind them before hearing a crashing sound.

Peter had jumped through a window.

As brainwashed Phyrrah and Ren looked out the window they failed to notice a person crawling up and over the roof.

"We must report this to Doctor Faustus" Ren said

"Agreed" Phyrra said

 _'_ _Faustus!"_ Peter Thought _'That maniac is here!?'_

He had fought the guy awhile back in his world and knew how dangerous he was. He also knew that Captain America had fought him a decent number of times, making him wish he was here.

Peter used his abilities to sneak around the school and it seemed that everyone, students and teachers were under the control of Doctor Faustus.

He was beginning to worry he would have to do this all on his own until his enhanced hearing began to pick up some hushed voices

"…Is the coast clear?"

"I don't know"

"Hiding in the bushes does make it hard to see"

Recognizing the voices Peter crawled down the wall before turning the corner where they were hiding.

"Ruby, Jaune, Blake" he whispered "Is that you"

There was quiet

"Maybe" a voice said back, Peter recognizing it as Ruby

"Just to check your not going to say, 'hail hydra' before attacking me right?"

"No, you?" Jaune asked

"No"

It was then that three heads popped up showing Ruby, Jaune and Blake.

"Are you the only three left?" Peter asked

"As far as we know" Blake replied.

Peter sighed "Terrific, now I _really_ wish Cap was here"

"So what do we do?" Jaune asked

"The best solution is probably leaving Beacon and telling the authorities what's going on" Blake said.

"Leave?" Ruby asked, not liking the idea of leaving her sister, even if she was brainwashed.

"How?" Jaune said "The only way down is using the airship, unless you got some way down the sheer drop off the cliff and last time I checked none of us was Spiderman."

"Still that might be our best option" Peter said. If they left then he could change into Spiderman and tell the police about Faustus and maybe they could mount a rescue operation to get Faustus without killing anyone.

"Could we make it?" Jaune asked

"I think so" Blake said

"We could with Peters Danger Sense" Ruby said "He could tell us which direction to avoid!"

"Danger sense?" Jaune asked

"It's his Semblance" Blake said

"It warns him of danger" Ruby explained

"That's…" Jaune paused "Really useful, wish I had a Semblance like that…"

They didn't have time to talk as they made their way around the school campus. Using Blake's skill at stealth they had found out that the operators and guards at the schools airships were also brainwashed and there was a group of students guarding it.

They rested in the woods near the school.

"So what are our options for getting out of here?" Peter asked

"We could go around the cliff and into town…" Ruby said

"But Faustus is quite possibly watching that area as well"

"Remember where we took our exam?" Peter asked "Maybe we could get through there?"

"If we're able to avoid the Grimm who will be attracted to our negative emotions" Jaune said

"Well then why don't we just fly out of here then!?" Ruby said throwing her arms in the air.

"Sadly none of us can transform into birds" a new voice said

Startled the teens turned in shock.

"Professor Ozpin!" Ruby exclaimed

Sure enough it was the head of Beacon standing before then walking with a slight limp that was hardly noticeable and an ugly gash on his left arm.

"What happened to you?" Jaune asked

As Ozpin sat down on a rock he told them of the events that led him here.

He had been in his office thinking about his hiring of Doctor Faustus.

He originally had no intention of hiring the man and was going to politely tell him that there was no vacant positions but as they talked it was like he began to believe that Beacon needed a school Psychologist like Doctor Faustus, it was as if the man had subtly and gradually persuaded Ozpin into thinking a certain way. He hadn't been mind controlled but it was more of like the Doctor had pushed his thoughts in the direction of agreeing with him.

It wasn't until he reflected on the day that he began to question why he did what he did.

He was going to talk to Glynda when he saw her but…

…When she showed up it was with 4 other instructors who immediately attacked him. He was able to beat them quickly enough but their surprise attack had caught him off guard and caused his current injuries.

After temporarily subduing Glynda and defeating the other teachers she had brought with him Ozpin sensed a group of people coming up his elevator to his office.

Considering what had happened during his interview with Doctor Faustus and Glynda's behavior it didn't take a genius to put 2 and 2 together and figure out what was going on so Ozpin used a certain 'skill' of his to escape where he had eventually met up with the students before him.

"Now the question is" Ozpin said "Why none of you are under his control?"

"I was in town getting Yang's lunch when everyone met Doctor Faustus" Peter said

"I… ran into a door and had to go see the nurse" Jaune said

"I don't know" Ruby said "I actually don't remember much about meeting him"

"Same here" Blake said

"Hmmm" Ozpin thought for a moment "Its possible that depending on the method he used to put everyone under his control that a certain percentage would be free from his influence, another possibility is that there is something unique about you too that prevented it from taking hold"

It was then that they heard walking through the woods.

Subtly the three students and Professor hid and looked into the distance to see Cardin and his team heading towards their location.

"Judging by their formation I'd say they're a patrol" Ozpin whispered "They probably don't know we're here yet"

As Ozpin thought about what to do about his students without harming them, 4 small black rods shot through the air hitting Cardin and his friends in the chest before electrocuting them. As they fell to the ground unconscious a voice behind them said

"Those were meant to knock out people with superhuman durability. They'll be out for a while"

Turning around they saw a man in military fatigues and a metal arm.

Only one of them recognized this person from the time they spent together in the Avengers.

"Bucky?" Peter said

"You know him?" Blake asked

"Long time Parker"

"How do you two know each other?" Ruby asked

"We travel in the same circles" was the short reply from the man called Bucky. "And for now call me the Winter Soldier"

"We appreciate the aid" Ozpin said, reaching out a hand that Bucky shook "I wish you could have visited our institution under better circumstances"

"If these were better circumstances, I wouldn't be here" was the simple reply.

"By the way" he said "You could make it down the mountain and into town but it wouldn't do any good"

"Why?" Jaune asked

"Because Faustus has this mountain covered in people and any rescue team you send will cause a blood bath on both sides" Bucky said as he offered Ozpin a first aid kit

"Then what do you suggest?" Ozpin asks accepting the medical kit.

"Have us as a small team get to Faustus and have him release the people under his control"

"Would he do that?" Blake asked

Bucky looked at her "The mans a coward who desires power, you put a gun to his face and he'll do anything you want"

"I mean no offense" Ozpin said "But I am injured, you are a soldier and these three are students of mine. How do you intend to capture him?"

"We'll get as close as we can using Parkers Spider Sense and fight our way the rest of the way"

"Spider Sense?" Ruby said crinkling her nose in confusion "I thought it was called a Danger Sense?"

"Besides that, with the way you talk about him its like you think he'll be a big help or something, why's that?" Jaune asked

Peter opened his mouth to say something but was interrupted by Bucky

"He's Spiderman"

Peter was stunned.

Jaunes mouth was hanging open.

Ruby just looked at Peter.

Blake's eyes looked like they were going to pop out of her head.

Ozpin raised an eyebrow.

Bucky just stood there.

Finally Peter finally got something out.

"Dude, Secret Identity!"

Bucky looked at him "Right now I don't care. We are about to go against a school full of superpowered individuals who are also skilled fighter, I need you at your best when your not holding back your abilities, I need Spiderman."

Peter got quiet and looked at the ground, Bucky was right.

"Peter" Ruby said "Your really Spiderman"

It wasn't a question but more of a statement.

"Yeah" Peter said "I am Spiderman"

"Oh, Okay" Ruby said. In reality her thought went beyond those words. She was reeling from the shock that Peter Parker was Spiderman. For a moment she felt angry that he didn't tell her, or the rest of RWBY, but they had only known each other for a few months. Another part of her wondered why he did it, why he risked his life for other people. When she was merely a fan of Spiderman she didn't think about it because he was just someone she thought was cool, but now that she knew that he was someone she cared about it became much much more personal.

Blakes thoughts were that she couldn't blame Peter for keeping his secret as she was keeping one too and it wasn't even as big as his.

Jaune was just stunned, he didn't know what to think. Ren and Peter were his closest male friends and now one of his friends turned out to be a superhero! How was he supposed to feel Amazed? Jealous? Proud? Angry? Scared? He didn't know.

Ozpin just watched in silence.

"If your all done I think its time we planned for the fight ahead." Bucky said "And with any luck an old friend may be joining us"

 **The Cliffs in front of Beacon.**

A man pulled himself up over the cliff side before stealthily knocking out one of the guards.

Moving through the shadows, he crept around as to not be seen. When Bucky came to him asking for help he felt honor bound to do so. Plus Bucky knew he came to the right man.

After all he was the best at what he did, even if what he did wasn't pretty.

 **Another chapter finished!**

 **Hope you all enjoyed.**

 **Peters secret revealed! Seriously Bucky!**

 **I'm splitting this chapter into more than one part because of the length. The next chapter will so our heroes fighting to take Beacon back from Faustus!**

 **Now as for why Ruby and Blake were unaffected by Faustus, in this he used a form of hypnosis that used both sound and light and I've decided to give Ruby a form of accelerated vision due to both her silver eyes and speed so the light trick would have to have been adjusted to work on her and it's the same with Blakes vision and hearing as a Faunus which Faustus wouldn't have known to change the way his light-sound hypnosis to have it be affective.**

 **Cornholio4: That would be interesting but at the same time Chameleons not a Faunus… unless he's pretending to be one.**

 **Yes there is a Hydra Supreme, but he's more of the chairman of the council and shares power with them, traditionally it is Baron Von Strucker. As for origins I'm going with one of the comic book versions where they are a group that has been around for thousands of years and later absorbed Nazi Socialism ideology and are also a Cult and Science group that uses any means to get power, whether it be magic or science. As for the Red Skull I actually think that he and the White Fang leaders like Adam wouldn't get along because of differences in Ideologies. The White Fang, for example has similarities to Communism which was deeply hated by the Nazis, where they desire a certain group to be placed as the ruling class and intentionally or unintentionally become oppressors themselves. Like in RWBY we see that there are Faunus in high ranking positions but if Adam had his way only Faunus would be allowed to have those positions. While the Red Skulls ideology is more along the lines of that the strong should rule regardless of anything such as morality and kindness, things that he also see's as weakness. So since the White Fang have been around for a long time and haven't really made a lot of progress he would likely still consider them weak and seek out more powerful allies like Salem, but he has been shown to be able to work with people with Communist ideologies such as General Lukin in Winter Soldier storyline. It would depend on what his needs are but if he and Adam had to work together too long then I think they may just end up killing each other.**

 **Warhaven22: the problem with the Fear Itself Suit id that we don't really get to see what it can do and other things about it other than that it boosts him to the level where he can fight Thor level bad guys. Now I have thought about giving him something similar to his Mark IV or Iron Spider Armor but he probably won't get that until he meets back up with Tony since Armors are his specialty and his fight at Beacon may just give him the idea that he needs an upgrade.**

 **WeirdGuyOne: Ozpin as you can see is safe but I think that if Glynda sat down with him and relaxed enough he could get her. As you could also see he couldn't get to Ozpin but could merely persuade him.**

 **Aweserebel55: Or his Spider Sense lets him dodge the pranks having them backfire.**

 **Matt: For some reason it wouldn't let me put 9.5, so yeah, I fixed it.**

 **Ms. Meow1968: I'm not sure I'm including Ghost Rider I'm still thinking on it.**

 **EveetheEverything: Sorry and Deadpool will appear eventually.**

 **I Love It: I update whenever I finish a chapter and I don't actually have a time frame but I try to update every 1-2 weeks but sometimes I'm later than that.**

 **Anyway's thanks for reading, please review and have a nice day!**


	15. Chapter 15

**Disclaimer: I do not own RWBY or Marvel.**

 **Chapter 11**

 **Battle of Beacon Part 2**

From on top of a hill three figures looked out at Beacon Academy.

"Not a lot outside" Jaune said

"No, but that just means the majority are _inside_ " Bucky said

"Indeed" Ozpin said "That is where the fight will most likely be at its harshest"

"Too bad we'll probably trash the school trying to get to that Faustus guy" Ruby said from where her and Blake were fixing their weapons.

"Yeah apologies in advance for any damage" Peter said as he came around the tree in his costume with his mask in his hand.

Ruby, Blake and Jaune paused in what they were doing to catch a look at the young hero in uniform.

Peter began to feel uncomfortable at their gazes so he slipped on his mask to hide his face before moving towards where Bucky and Ozpin were.

"So what's the plan?" he asked as he knelt down beside them.

Ozpin glanced at Bucky "It is your enemy"

"First we'll wait on an old friend of mine to join us" Bucky explained "Then me and Spiderman will join him in quietly taking down the students in our way while we sneak inside and from there it's just trying to get as close to Faustus as we can without being seen"

"Which sounds real easy, especially since we have no idea where Faustus is." Peter said

Bucky turned his gaze to Ozpin "What's the most secure place Faustus could get too?"

Ozpin's mind immediately brought up too possibilities, the room where their students did combat training and the second was under the school and that was a secret he couldn't risk getting out at this moment…

"I can think of too places but the first we should try would be the combat training room." He said

"And the second?" Bucky asked

"Hopefully I won't have to reveal that" Ozpin said, making it clear that it was a secret he would rather not talk about.

"Understood" Bucky said

"When's this friend supposed to get here" Jaune asked

"I've been here Bub" a voice said behind them causing them all to turn around

"Logan!" Peter said

"You know him?" Blake asked

"You could say that" Peter replied

"Oh!" Ruby said "Is he your BFF!"

"NO!" came the reply from both people as Ruby's eyes darted between them.

"Why are you here?" Peter asked

"I'm the best at what I do, bub and Bucky knows it from our old days fighting together" Logan said

"Logan will work as our tracker and lead us to Faustus while your Spider Sense will warn you of any traps" Bucky said

"How do you know about my Spider Sense?" Peter asked

"I read your SHIELD file"

"Oh"

 **A Few Minutes later.**

The Brainwashed Velvet turned on her patrol at the edge of the tree line, looking for any potential enemies.

As she turned around her enhanced hearing picked up movement behind her. Turning around she was hit in the head by a metal fist as she fell to the ground unconscious.

Yatsuhashi was walking with his weapon drawn, but as he walked he failed to notice a figure in the shadow of the wall.

The figure walked up behind Yatsuhashi and hit pressure points on his arm, forcing him to drop his weapon and putting the Huntsman in training in a choke hold forcing him to pass out before Logan pulled him into some nearby bushes.

Coco walked around the bottom of the tower where Ozpin's office was with her hand on the case carrying her weapon.

A web line shot down and grabbed her hand, then her other arm and then a leg, before she was pulled up quickly with a well aimed web shot covering her mouth before a red and blue figure began to web her to the side of the clock tower.

Fox stood guarding the side door into the school.

"Excuse me young man but it's after curfew" a voice said

Fox turned and saw Professor Ozpin standing there and then almost as if he had teleported he was in front of Fox and Ozpin hit him with his cane knocking the younger man out for the moment.

"I'll apologize to you when your back to yourself" Ozpin said as Ruby, Blake and Jaune walked into the opening behind him.

"Gotta hand it to Bucky his plan is working" Peter said as he crawled down the wall.

"Quiet Web head this is still a stealth mission" Logan said as he walked around the corner followed by Bucky.

"Ozpin" the former Soviet Assasin addressed the other man "You know this school better than anyone so you'll lead us where we need to go"

He turned towards the other two heroes "Logan, Spiderman your in front"

That made sense due to the fact that one had Spider-sense and the other had a better sense of smell than a blood hound.

As the group entered the school they spoke in whispered tones "If I am correct then the your Professor Faustus would be in the Combat Arena which is underground and the fastest way to get there would be to take the elevator near the end of this hall." Ozpin said

As they walked down the hall Blake noticed the lack of people.

"Why haven't we seen any guards or anything?" Blake asked

"Likely because Faustus would have put most of them where he is currently hiding out" Bucky said

"I remember fighting the guy onetime" Peter said "Not fun"

"So does this guy have any superpowers we should know about?" Jaune asked

"He is Extremely good at manipulating people" Bucky said "Almost superhumanly so. I once saw him talk one man into attacking someone and he did it just by _talking_ "

"That's… actually scary" Ruby said

"What's scarier is that he's a part of a group of people that want to take over the world" Peter said

This caught Blake's attention, her mind going to the White Fang

"Hydra" Logan said as if the name left a bad taste in his mouth

"Those are some sick puppies" Peter said

"We know" Bucky said

"Yeah" Logan said "We've been fighting them a lot longer than you. In fact the only person with more experience than us would be Cap or Fury"

As they moved down the hall Ozpin pointed out the elevator that led down to the Combat Arena.

"What about the stairs?" Jaune asked

"That's exactly where Faustus would expect an attack to occur so all of the people under his control are likely ready to attack anything that comes out of there. No one would be dumb enough to use the elevator" Bucky said

"Except us, apparently" Peter said as he crawled along the ceiling.

"If you think if this is suicidal then you should have seen the stuff the Invaders use to get up to" Bucky said

"I'm pretty sure people aren't supposed to talk this much on a stealth mission" Ruby said as her finger hovered over the trigger of Crescent Rose.

Bucky pushed the elevator button "Stealth part is about over, but the fighting is about to begin"

After getting in they began heading down.

"Nice Elevator music" Peter said

"Thank you I picked it out myself" Ozpin said

"Yeah" Blake said "Just what you want to hear before a battle to the death"

"I know right!" Peter said in his typical joking tone

The Elevator dinged letting them know they had arrived.

As the doors were opened the hoard of brainwashed students turned towards it.

"Hey everyone" Spiderman said as he stepped out with everyone behind him. "Can you point us in the direction of Faustus?"

They were met with blank stairs

"Faustus?" Spidey said "You know, Fat, ridiculous beard, the guy who brainwashed you all… Any of this ringing a bell?"

They all pointed their weapons at the heroes

"I'm guessing that's a no" Spidey said

"Ya think?" Logan said

 **Inside the Combat Arena**

Faustus heard the sounds of fighting going on.

Realizing what that he was being attacked Faustus turned to and individual in the room with him

"Captain defend me!"

A man came out in classic red white and blue colors with an Adamantium shield

"Yes, Doctor Faustus"

 **Another chapter done!**

 **So the guy at the end in the Captain America costume is William Burnside the Captain America of the 50's. He is 2x as fast and strong as classic Cap and is crazy to boot.**

 **Now a quick news flash before I get to anything else I have a busy schedule for about the next month due to some college stuff so I won't be able to update as quickly as I would like, so if we get to the end of the month and I haven't updated the story is not abandoned.**

 **I hope to have this arc done by part 3 and for the most part already have it planned out. Afterwards I plan on doing Team Cap getting his shield and hopefully I'll have that done in 1 or 2 parts.**

 **Also before getting to reviews I've decided to start responding to mainly questions and suggestions instead of every comment like I have done in the past as it takes a bit to respond to every single comment when some all I write are 'thanks'. But I do read every single review so continue to send yours in and if you have questions or suggestions I will repond the next chapter on most things.**

 **Now for Reviews!**

 **Cornholio4: Not sure on that idea as this isn't that ultimate Spiderman version.**

 **WeirdGuyOne: Black Panther is with Captain America in Atlas.**

 **Ms,meow1968: Haven't read the SG-1/RWBY crossover yet but I'll try to remember to get to it, thanks for the recommendation! But it is Wolverine coming.**

 **SparkZ2003: I update really whenever I get a chapter done and I try to do that every couple of weeks but I don't have a steady schedule for this as it is a hobby I enjoy but like I put up above I'm going to be busy this month so I may not be able to update until sometime in early November. No it is Wolverine, sorry.**

 **Matt: Wolverine, Surprise!**

 **Guest: I've actually been thinking about Blake and Peter talking about the origins of his ability.**

 **Guest: Not sure if Mr. Negative will appear or not.**

 **Dandyrr0403: Yeah Ruby and Peter will have a talk about his whole Spiderman thing after the current crises is over, I hope you'll like it when it appears.**

 **LONE RANGER 97: Do you mean the game or the cartoon?**

 **EeveeTheEverything: Deadpool will appear**

 **GrimlockX4: Actually I'm thinking of letting him make a cameo at the end of Vol 1 and he may be a bigger character in part of vol 2. But he is in the story running around, just haven't appeared yet.**

 **Guest: When Deadpool appears he will be on a friendly relationship with Spiderman but as for the killing bit he'll be at the 'As long as my no-kill superhero friends are around I won't kill either' part.**

 **Traveler-who: I do plan on some alien and cosmic stuff appearing eventually, but likely wont get galactic until maybe vol 3 if I don't change my mind because I have ideas for vol 2 but not a whole lot on vol 3.**

 **You will see some of the villains and maybe a few reformed ones.**

 **Thank you for reading, Please Review and have a nice day!**


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